Haywire
by lightning bird
Summary: It was all his fault. Ben had warned him not to pry into the Null-Void technology and Kevin did it anyway. After Ben gets caught in the crossfire, Kevin is forced to turn to his least-favorite genius for help.
1. Stage Three

**Haywire**

by lightning bird

_A/N This is based off a plot jackalope that was loaned to me by Deserthaze. Many thanks for the idea and I hope I do your jackie justice!_

**OoOoOoOoOoOoO**

**haywire** [ˈheɪˌwaɪə]

_adj_ _(postpositive)_ _Informal_

**1.** (of things) not functioning properly; broken or disorganized (esp in the phrase **go haywire**)

**2.** (of people) erratic or crazy

[alluding to the disorderly tangle of wire removed from bales of hay]

**OoOoOoOoOoO**

**Chapter One: Stage Three**

"You shouldn't do that."

Kevin Levin barely glanced up in acknowledgement, but he could feel the disapproval being sent his way by the green-eyed stare.

"Shouldn't do what?" he finally countered, gripping the screwdriver tighter as he worked the end of the tool between two plates of the laser gun on his lap. He shifted to get a better angle, reaching out to adjust the small lamp illuminating their campsite.

"Mess with a Null-Void laser," Ben Tennyson replied in a slightly patronizing tone. He swatted at a bug. "They're supposed to go back to DexLabs if they're damaged."

"This one isn't damaged," was Kevin's smart reply. Quietly he added, "Not yet, anyway."

"Kev-"

"Calm down, Tennyson. I just want to see how it works."

"Why don't you just ask Dexter or Mr. Green?"

He snorted at the innocent question. "Like they're going to discuss trade secrets with me. Like I've even got a chance to get within shouting range of the baby genius." He looked up and gave his friend a tart smirk, trying to rile Ben, but the younger teen was looking off into the heavy forest surrounding them, alerted by a distant sound. Only a few hours had passed since they had beaten back an attack by a swarm of electricity-spewing Frightening Bugs and crawling, tangling Creeper Vines. Though they had been successful and could claim victory, there had been quite a few people wounded and they were too exhausted to do more than settle in for the night and plan to make their way out of the Twisted Forest in the morning.

"Chill. It's just an animal," Kevin assured him. "I've got motion detectors and perimeter alarms set up all around the camp, plus we got KND on patrol."

Unconvinced, Ben nonetheless returned to the topic of Kevin's vandalism. "They're not supposed to be taken apart."

"Giving me the basic training pep talk, Benji?"

Ben frowned. His first assignment in this war had been teaching recruits and he still gave the drill instructors at headquarters a hand when he could. Kevin had not been required to go through the basic training - not that he would have anyway - and therefore had not been given the safety courses required for using a Null-Void. That also meant he couldn't possibly have been issued one of the guns and therefore -

"Who'd you steal the gun from?"

"I didn't steal it. I picked it up so the bad guys wouldn't get it."

"Whose is it?"

"That Crystal Pez Flamethrower chick or whatever her name was that got shipped back to medical after the fight. You know, purple hair, wings, dumb hat, found out the hard way that she wasn't a ninja."

"Does she know you have it?" Ben asked sternly, annoyed that Kevin would make light of her injuries even if she hadn't proven to be a very adept fighter.

"Maybe."

"If that's not accounted for she'll get in trouble!"

"Then maybe she shouldn't leave her weapon lying around for people to pick up."

"She was unconscious!"

"Gonna get me in trouble with the high command?"

"You can do that on your own without my help."

"True," he agreed, pleased that Ben gave him that much credit.

"One of the basics of weapons safety was that they can't be taken apart."

"Can't is an ugly word," he replied a little more sourly than he intended. "If they can be put together, they can be taken apart."

"Just because you can do something doesn't mean you should."

"Why so worried?"

"Dexter doesn't issue warnings without reason."

"Yeah, Dexy doesn't want anyone infringing on his patent and making a buck off of his work."

Ben frowned at the childish dig but the older teen pretended not to see the look. Kevin had passed up on his chance to meet Dexter and had regretted it ever since, though he would never admit as much. To compensate for his disappointment at missing the best weekend imaginable, including a NASCAR race - because the invitation had never been issued again - he had taken up the rather rude habit of criticizing the owner of DexCorp International every chance he got. He might have dropped it after a while if Ben hadn't talked about Dexter as if he was the second coming and the only hope for earth in this war against Planet Fusion. It was rather galling that one kid with a weird accent and a lot of money should be revered by the Plumbers and the military might of the whole world (plus a few other planets). So what if he was smarter than anyone? Brains weren't everything. From what Kevin had heard, the kid was spoiled, egotistical, rude, needed keepers and babysitters galore, was afraid of everything, and hid from reality behind his father and sisters and the walls of his business. Kevin's imagination and ire simply fed off that image. If Dexter was such a miracle, why hadn't he already won the war on his own?

"It's not that."

"Oh?"

What Ben saw in the miniature freak, Kevin could not imagine. At first he thought Ben might actually just care that Dexter was a billionaire, mostly because that was what he himself would have cared about. When that proved not to be the case, Kevin had wasted quite a bit of time pondering what it could be that drew together two guys that had absolutely nothing in common. Ben had a girlfriend so it couldn't be Dexter's four (admittedly hot) sisters. They even nerded out over totally different things. It almost drove him nuts to figure out what Ben Tennyson had that would appeal to a stack of books with legs until the obvious hit him - the Omnitrix. Kevin would have bet every penny he had (which, next to Dexter's bank account, would have been a paltry sum) that the geek in glasses was rabid for the Omnitrix.

Ben had flat-out denied as much, which told Kevin that he was, quite literally, in a state of denial. Ben had insisted that he and Dexter were friends and it was because they were so different that they managed to get along so well. They hadn't always, but now as far as Kevin was concerned the two may as well have been joined at the hip. Ben spent more time with the Utonium family than his own parents lately, and he used to talk about the brainiac as much as he talked about Julie. That had ended a while back when Kevin had snapped at Ben and told him - in no uncertain and shockingly colorful terms - he didn't give a wrap what the brat was up to or what he'd said and if Ben couldn't find anything better to talk about, then he should just shut up or get it over with and marry the little dork.

"Those guns are dangerous."

Kevin snorted. "So what am I?"

Ben gave him a look that said he was a complete jerk. Kevin glared back as if to dare Ben to try and stop him.

At first Kevin had appreciated the silence that followed his outburst even though he knew he'd hurt Ben's feelings, but as hours turned to days to weeks to months, gradually he came to realize that Ben hadn't just stopped talking to him about Dexter, he'd stopped talking to Kevin, period. Since the day he'd told Tennyson off, most of their conversations focused on the business of war. Kevin had never expected to miss the annoying chatter or to miss Ben even when they worked and fought together. He had never before been lonely for a person that was right at his side and even though they still saw a lot of each other, it was as if they were simply acquaintances, not friends. He wanted very much to go back - not to unsay all the hurtful things (since he still felt they had needed saying even though Gwen had ripped into him when she heard about it) - but go back to the time when Dexter had not been a constant in Ben's (and by association, Kevin's) life. He'd never even met the kid and yet he was being haunted by him.

It was around the same time that Kevin figured out the next stage of his dislike for Dexter, Boy Genius. Stage one was the money, stage two was his friendship with Ben, and stage three was right here in his lap: the Null-Void. Dexter had rocked the world - and this corner of the universe - when he had started producing the equivalent of level seven technology on a planet that barely registered at level two. The Plumbers had sat up and taken sharp notice. Even the Galvans had shown interest and they were notoriously arrogant about their technology. Dexter had created something that the earth simply should not have had, something far beyond twenty-first century science. Kevin had no idea if Dexter had a clue about the impact of what he'd managed to do, but he was quick to realize that much of Dexter's money had to have come from off world sales of his technology as other planets and races fought against Lord Fuse and his planet-gobbling home world. He would have very much liked to get in on the profits, but the Plumbers guarded the Null-Void technology quite jealously, and DexLabs kept as tight a lid on their secrets as on their boss.

"Why the sudden concern, Tennyson?"

"It's not sudden," Ben snapped. "You'd know that if you'd get over this jealousy."

He raised his head, trying to look offended when in fact he was quite shocked. Jealous? Ben thought he was _jealous? _

"You think I'm_ jealous?" _Kevin demanded, feeling rather panicked.

"What do you call it?"

"What of?"

"Dexter."

"Dexter? Pfft. Me? Jealous of that twit? Oh, that's just -"

"The truth."

Kevin shook his head and returned to the gun, ignoring his companion. He hadn't admitted as much to himself, so he certainly didn't want Ben pointing out his shortcomings.

"That is such a load of bull-"

"Shh!" ordered Ben sharply. He rose, staring into the darkness beyond the perimeter of the camp.

"What?" Kevin asked softly, all differences aside for the moment. "You hear something?"

Ben shook his head, uneasy but uncertain of what was bothering him. He was edgy, Kevin could tell. Ben had protested staying overnight in the forest, but he was as worn out as the others, if not more so. Slowly he resumed his seat and their conversation.

"I know you don't like Dexter," he said. "You never even met him, and you don't like him."

"If you're planning on chewing me out, save it."

"Fine," grumbled the brunet, stung. "One last time, Kevin - stop trying to get the gun open."

"Stop trying to stop me."

"It's not yours and it's not safe."

"Not listening, Benj-ah!"

He grinned in triumph as the screwdriver, tightly wedged in the grip of the laser, gave him enough leverage to pry one of the panels off and expose the workings of a Null-Void Mark V laser. His dark eyebrows rose, impressed at the compact engineering even if he didn't totally understand what he was looking at. From his perch just a few steps away, Ben looked over with reproachful interest.

"Happy now?" he asked.

"Almost." Kevin was trying to follow the circuitry with his eyes, straining in the faint light as he looked for the plasma chamber that produced the actual laser. "Ah!"

He spotted the plasma chamber, a small, tubular reservoir. A free-energy generator this small . . . no wonder the Plumbers had gone crazy for it. This was neater and better engineered than the standard issue Plumber weapons. It probably drove them nuts that Dexter gave this stuff to kids to use. He prodded at the plasma chamber with the screw driver, intrigued. A moment later he paused, staring at the weapon. It was emitting a faint, high-pitched whining sound.

"Uh . . . is this thing supposed to make that sound?"

Said Tennyson sharply, _"No."_

He didn't say 'I told you so.' He didn't have to. It was understood.

Ben frowned as the perimeter detector Kevin had set up earlier let out a ping. Another ping rang out, lower pitched this time, then another.

"Is that supposed to make that sound?" he demanded.

Kevin looked up, realizing what the sounds meant. "Whu- Yes! Check the perimeter! It's been breached!"

"Great," hissed Ben, dialing through the aliens in the Omnitrix until he found what he had in mind. He slammed his hand down onto the control. "Swamp Fire!"

Green energy enveloped him in the familiar transformation that altered the very basis of his genetic makeup and turned him from human to -

_"Big Chill!_" He looked down at himself and the unplanned switch. "Okay. That works. Where are they?"

The Null-Void had been cast aside and Kevin leaned over the instruments he had set up the same time they had encamped. The pings had become a constant ringing sound. "All around us."

A KND officer rushed up, his battle axe at the ready. "Sir, we-"

"Wake the whole camp," ordered Big Chill. "We'll hold them off."

Kevin cast him a look as if to say they didn't have a chance of holding so many Fusion monsters off for long. "Got a plan?"

"Freezing 'em. Shoot 'em. Beat 'em back into Fusion matter."

"Sounds good." Kevin cast around, looking for an appropriate metal to absorb. His eyes fell on the laser he had just been dismantling and with a shrug he laid hold of it. He frowned at the unfamiliar material as his body took on a blue-gray hue. "Carbon fiber? That's a new one. Feels weird."

Shouts and screams of alarm rose up as the camp was rudely wakened. There was a blinding flash and a rumble like thunder as a Frightening Bug the size of a pony swept down from the treetops and unleashed its lightning attack. Raw electricity from the mutated lighting bug arced and danced through the night, briefly illuminating the defenders and attackers alike as it crackled and twisted. Heavy Creeper Vines with clinging tendrils moved across the ground at the same time, trying to ensnare the teenaged fighters as they protected themselves from above and below.

"Deal with it!" the Necrofriggian snapped, spreading his wings wide. "Incoming! Behind you!"

Right over Kevin's head, Ben threw himself into the fray, spewing freezing vapor as another Frightening Bug joined the sneak attack. Instinct overcame thought as Kevin tore through some Creeper Vines overwhelming a KND scout. Rising to the challenge, they all fought to save their friends and comrades and planet. As the battle grew in pitch and fury, Kevin forgot everything but the immediate conflict. Petty arguments, hurt feelings, good intentions and warnings were all left behind.

But the source of all those things remained, and the power levels in the discarded Null-Void crept closer and closer to critical.


	2. Point Blank

**Chapter Two: Point Blank**

He noticed immediately that the attacking Fusion monsters were the leftovers from the battle they had fought earlier in the day, and he was grateful to see that they had not gotten any reinforcements. Considering their own wounded, the battle was practically on the same scale it had been before though both sides fought just as fiercely. Since he was airborne already, Ben focused on the Frightening Bugs and let Kevin and the other troops handle the Creeper Vines.

Large and ugly and dangerous though the Frightening Bugs may be, they were mercifully stupid, too, and Big Chill had little trouble luring one a short distance away from the ground fighters to attack him. He slowed down, letting it get a bead on him before he twisted in midair and reversed direction, darting right back at the mutated insect as he unleashed with a blast of sub-zero vapor. The Frightening Bug's wings froze, its hairy green body turned white with a coat of ice, and it dropped through the thick trees with a satisfying crash, the delicate wings shattering like glass.

"One down, three to – aargh!"

A shock of electricity almost knocked him out of the air and instinctively the Necrofriggian became intangible to let the bolt pass harmlessly through him. He looked up to see another Frightening Bug – or, as he liked to think of it, his next target – trying to see where he had vanished to. The huge insect glowed with an eerie, green phosphorescent light and its antennae and red eyes darted back and forth as it tried to detect the creature that had been before it just seconds ago. With an angry hiss Big Chill launched himself right at and into the Fusion monster and promptly froze it from the inside out. The second Frightening Bug lacked enough intelligence to dart away and so joined its brethren on the forest floor, slipping from the air and leaving Big Chill hovering in the cool night air.

He resumed solid form again, panting. "As I was saying . . . two down, two to go."

Chaos reigned back at the camp as the Creeper Vines took full advantage of the darkness and forced the young soldiers into a tight cluster. The white beams of Null-Void blasters lit up the night as Earth's Forces held back the vines and a Frightening Bug. That meant the other insect was-

_WHAM!_

Something huge and heavy slammed into Big Chill from behind, multiple legs pinning his wings and limbs into a jumbled mess a moment before he was smashed face-first into the ground. Stunned by the terrific blows, it took a few seconds for the Necrofriggian to collect his thoughts and understand what had happened. He raised his head just as the Frightening Bug tried to bite him, but the stupid creature was holding him too tight and close to get its pincers at the right angle to do any damage.

"Puh!" He spit out a mouthful of moldy dirt and leaves, keeping his antennae out of pincer range. "Listen, I'm a moth, you're a beetle. It would never work."

In frustration the Frightening Bug took to the air, still holding him crushing-tight. The monstrous insect whipped around, giving the dizzy Necrofriggian a full view of the final mutant bearing down on them. The incoming Frightening Bug crackled with energy as it built up an electric charge, its wings humming as it swooped in for the kill.

"Oh, no, you don't!"

He strained, calling on his alien strength. With a shout Big Chill threw off the clinging legs, snapping his wings wide and darting straight up. His captor was right in the path of the fourth Frightening Bug and it caught the full force of its fellow's lighting attack. For a moment the bug was suspended in midair, glowing with pulsing light for as long as the charge lasted. Smoking and blackened, it hit the ground not far from the defenders on the ground and it was too easy a target to resist. A series of staccato shots rang out as Null-Void lasers swept the thing's body, destabilizing it. A few moments later the monster was reduced to a stinking, shapeless pool of burned Fusion Matter.

"Ew," grumbled Big Chill, catching a whiff of the monster's smoking remains. They smelled bad enough raw, but burned Fusion Matter was enough to curl his antennae.

"Ben!" Kevin shouted, a hint of panic in his voice. "We need some weed killer!"

They were being besieged on the ground. Time to go from pest control to landscaper. He lifted a hand to the Omnitrix. _"Swampfire!"_

He changed forms as he fell through the air and landed heavily amidst the shifting vegetation as the Methanosian he had named Swampfire. He tried to order the Creeper Vines back away from the humans, but the results were less than spectacular. These monsters were as much earthly plants as Fusion Matter, and could not break through that bond to bend them to his will. Without hesitation he gestured, scattering seeds of his own and instantly bidding them to grow. From a few yards away he heard Kevin let out a growl.

"We're trying to get rid of the plants, not add to them! Hey! A little help here, Tennyson!"

He glanced over to see Kevin looking like a topiary, so close was he to being overwhelmed. Knowing he couldn't hurt his half-Osmosian friend when he was in this form, Swampfire shouted a warning and aimed a jet of burning methane gas right at Kevin, setting the Creeper Vine ablaze and charring a swath of the attacking plant monster. The forest was too moist for anything to burn for long, but it did the trick. A little singed, Kevin emerged from the pungent smoke coughing smoke, but with a smirk on his face as he lunged right back into the fray.

Swampfire battled the Creeper Vines with fire, throwing masses of burning gas to keep the moving vines at bay. He was on autopilot, fighting with only part of his attention. Most of his focus was caught up in the seedlings he had sown, and he had to take great care not to harm them or the humans as he burned the attacking tendrils. Creeper Vines were all the worse a foe for being silent and invisible as they moved beneath the surface to burst out and try to strangle the attackers. He knew they had wounded and that last Frightening Bug was still active and making life interesting for them all. This had to end. Now.

"Zap that bug, Kevin!" Ben ordered as a bolt of lightning from the airborne pest blasted one of Swampfire's arms to pieces. He quickly and painlessly reformed the limb. "I need to concentrate!"

"What are you doing?" demanded Levin as he held back the choking vines, painfully aware (literally) that Ben was distracted.

It was Ben10's turn to smirk. "Getting to the root of the problem."

Focusing, he stared at the ground, able to feel the seedlings as they wound and dug their way through the spongy loam of the forest. They followed the Creeper Vines, stretching themselves out long and thin as they sought the source of the mother plants. One of the (very few) disadvantages enjoyed by Fusion Monsters was that they were often limited by the nature of the matter comprising them. Therefore monsters made of metal could fall victim to strong enough magnets, living creatures like the Frightening Bugs could be killed, and the few Fusions he'd seen that incorporated wood could be burned. They weren't unbeatable; they were just very, very tough to stop even with Null-Voids.

And since Creeper Vines were plants, they needed the support and nutrients that being firmly rooted in the earth gave them. Though they could move, they did so slowly, and when it came time to attack they set their roots deeply. For the Creepers, every battle was a siege.

There . . .

He could sense them. There were three Creeper Vines attacking the camp, their countless runners and tendrils branching off their deep-set roots. He gave the order to his seedlings.

_Uproot the other vines._

It was less than words, more imagining what he wanted done, but the results were instantaneous. A geyser of soil erupted on the far side of the camp as the Methanosian seedlings worked in coordination to rip one of the Creeper Vines out of the ground. He could feel the plant's strange version of panic at the unexpected assault from below. Like so many Fusion monsters, it knew best how to attack, not defend.

The impact to the fight – and for the people fighting – was evident immediately. The Creeper Vine under attack from Swampfire clumsily retreated, trying to recall its sprawling limbs in order to save it from the burrowing Methanosian seedlings. So tangled and intertwined were the three Creeper Vines that it started dragging the other plants along with it, giving the humans a chance to turn from protecting themselves and their comrades to go on the offensive.

"Whatever you're doing, keep it up!" hollered Kevin, running past him to confront the Frightening Bug as it swooped down and tried to snatch at the teenaged soldiers.

The single Creeper Vine didn't stand a chance and in a matter of moments it was expelled from the earth by brute force. It twisted and struggled like a fish out of water. Swampfire ordered the seedlings away to attack the next closest Fusion Monster even as he unleashed a ball of burning methane gas at the bunched-up plant. The super-heated gas almost exploded on contact with the Creeper Vine, setting it ablaze and casting the forest into a strange, flickering twilight.

"Fusions by firelight," he heard the appreciative KND squad leader pant.

One of the girls answered. "Makes for a romantic battle," she said, her knife flashing as she cut through some leafy tendrils that were trying to use her as a trellis.

The monster died quickly and silently, the fire spreading along its trailing branches to the others and to a few surrounding trees. Heavy smoke filled the air. Another eruption of dirt and branches ensued as the second Creeper Vine was assaulted from below. Soil and branches rained down and with an enthusiastic cheer the soldiers of Earth's Combined Forces cut the flailing bush down to size with laser fire and more conventional axes and machetes.

With supreme effort Swampfire wrenched his seedlings away and sent them growing through the ground in pursuit of the last, desperate Creeper Vine. The half-dozen plants were dying. They never lasted long, not being native to this planet, but he was exhausting them and himself as he pushed his ability to the limit. He could see the earth around the last Creeper start to roil. Even though the churning wasn't as powerful as the last two times he'd tried this, the Fusion Monster was already aware of the fate that had befallen its fellow vines and recoiled upon itself in futile, agitated defense.

The next thing he knew, he was face-down in the dirt, hit from behind by the last Frightening Bug. Raising his spiky head, Swampfire was astonished to see the huge bug zip past him with Kevin on its back. The Osmosian hybrid gripped the Frightening Bug by the antennae, trying to steer his mount and whooping enthusiastically. The Frightening Bug would have none of it, however, and it flew in a crazy, zigzag path, spewing lightning at random. Kevin leaned hard, practically dragging it through the air toward the mass of retreating vine. The frantic insect let out a massive discharge of energy that caught the final Creeper Vine above and below the earth. Bark and leaves exploded in all directions, peppering the humans with sticky refuse and chlorophyll. Swampfire flinched as he felt the seedlings caught in the blast, ending their lives and his link to them.

"And it's bye-bye buggy!" shouted Kevin, bringing both fists down atop the Frightening Bug's head in a terrific blow. The oversized insect tumbled from the air, spilling its rider to the ground and landing in an angry heap a few yards beyond Kevin. The monster struggled to right itself, buzzing and snapping at the air with its pincers.

"Stay down, Levin!" ordered KND squad leader 754. "Fire!"

A long salvo of Null-Void fire echoed through the Twisted Forest. A hideous stench rose up from the Frightening Bug and mingled with the smoke from the smoldering Creeper Vines as the last monsters were reduced to slag. Slowly the humans collected themselves, their adrenaline levels dropping as pain and injuries and splinters made themselves known to one and all.

"Good work," complimented Kevin, accepting a hand up from one of the KND scouts. "We're lucky there weren't more."

"En-how," agreed Swampfire, slowly pushing himself to his feet. He surveyed the battlefield. The camp had been demolished. They would have to return to the closest field base to restock their supplies and collect more personnel. "Let's get the wound-"

"What's that noise?" wondered a boy nervously as he sheathed his sword. They all paused, listening, and most eyes looked to Ben10 where he stood amidst the plowed-up soil marking the remains of the camp. The sounds of a forest at night – insects and animals and the breeze stirring the leaves – had returned, but there was a noticeable, high-pitched whine ringing through the night. The young soldiers looked around in quiet confusion as they tried to pinpoint the source of the unnatural, ear-splitting noise amidst the wreckage of electronic equipment and supplies.

"There," said another boy, pointing at the ground not far from Swampfire's feet.

"I don't hear – oh, wait," said the Methanosian, remembering. He turned to look where the boy was indicating. "I can't hear so well in this form. Hold on."

Even as he reached up to deactivate the Omnitrix, Kevin's frightened voice tore through the night.

_"Ben, no! The Null-Void!"_

Too late.

There was the usual flash of green from the Omnitrix powering down followed by a dazzling, white burst as the forgotten Null-Void laser followed its command function to self-destruct. Radiation and energy from the detonating laser gun's core – designed to incinerate the weapon in order to keep it out of enemy hands - spread out in all directions, momentarily enveloping Ben mid-transformation and catching him at point blank range.

Pain the likes of which he had never known struck him with all the force of a shockwave. Every atom of his being felt the two energy sources clash within and around him and it felt as if he was being torn apart by the combined efforts of the Omnitrix and the Null-Void. He could neither move nor scream. There was no escape. Such agony seized him that an eternity passed in the length of a heartbeat. Green light was consumed by white, devouring him whole. He felt the Omnitrix shutting down in an automated response to protect its precious memory banks, but it was too late. Too late for the Omnitrix and far too late for the hero who wielded it.

Control was gone. Reason was gone. The only thing left him was this relentless, all-consuming agony.

All in an instant the burst of light was gone, plunging the world back into darkness and Ben Tennyson into madness.


	3. Malfunction

**************Chapter Three: Malfunction**

"BEN!"

Before he even understood what had happened, Kevin was racing across the now-quiet battlefield. The flash of light from the Null-Void left the KND and the defenders blinking and momentarily blinded and he was forced to dodge around them as he tried to reach his friend. Ben seemed impossibly far away. Kevin's legs felt leaden even though he returned to human form as he ran.

"BEN!"

The brunet was rigid, his eyes wide and staring and full of pain. There was a sickening sense of dread in the pit of Kevin's stomach. Something was wrong, horribly, horribly wrong. A faint emerald light clung to Ben, the familiar energy put off by the Omnitrix as it changed his form from human to alien. He twitched, a crackle of green lightning spreading through the aura from the device on his wrist. If he heard Kevin's desperate shout, he gave no sign.

"BEN!"

Breathless and terrified, he reached Ben's side and hesitated, uncertain of what to do. He knew better than to try to touch anyone trapped in an energy field, but this was his friend and he tried anyway. Kevin yanked his hand away with a shout at the resulting sting and gave up the attempt. Ben neither moved nor spoke – by the looks of things, he wasn't capable of either. Something like this had never happened before. Instead of powering down, the Omnitrix seemed stuck mid-transformation. A tremor shook the teen from his head to his feet, an involuntary response as the glow grew brighter.

He should have transformed. The glow should have increased in a final burst and vanished in a matter of a second or two. Only now the process had slowed to a snail's pace, dragging Ben Tennyson through every agonizing moment of having his body unnaturally altered at a genetic level.

A scream rang out, an inhuman shriek torn from Ben's throat as the damaged Omnitrix forced him to change. The soldiers, who moments ago had reveled in victory, watched in shock and dismay as the hero of so many battles writhed and suffered right before their eyes. Tennyson bent over as if he'd been punched in the stomach a moment before his head snapped back. Arms wide, his face contorted, his mouth was open to scream again but he made no sound. He couldn't. The pain was too intense.

It was sickening to witness. Warm skin hardened to a cold shell. His spine bent and twisted and the whole nature of his nervous system altered. His fingers merged into pincers as his head grew bigger and more legs burst from his sides. Staggering to the ground, the transformation was almost complete before Ben was able to push himself upright. The human was consumed, replaced by a gigantic crustacean.

Then it was done but . . . not quite. Brainstorm stood before them but instead of being his normal reddish-orange color, the Cerebrocrustacean's shell had an ugly olive tint to it that did not fade.

"Ben?" Kevin asked carefully, not sure his friend could hear him and ready to avoid confrontation.

Somehow, without words, Brainstorm still managed to be eloquent as he let forth with a savage hiss. That was his only answer as his sharp claws rose defensively. The young man backed down, and Kevin Levin started to realize the full extent of what he had caused.

"What the heck is going on?" demanded KND squad leader 754, his voice rising in alarm.

"The Omnitrix is malfunctioning," barked Kevin, lowering his hands so as not to appear dangerous to the Cerebrocrustacean.

"No kidding," the boy replied. "Is it supposed to hurt?"

"What do you think?" He made no attempt to hide his sarcasm as Brainstorm staggered and let out a deep groan. "It's supposed to happen too fast for pain to register."

Brainstorm backed away, unsteady on his short legs and with his claws still held high as if he expected an attack at any moment. He tossed his head from side to side, trying to escape the energy field imprisoning him and all the discomfort it was causing.

"Should we call for help?" 754 asked hopefully. It was clear he was at a loss as to what to do, though he knew action needed to be taken quickly before the situation worsened. If that was possible.

"Yeah," Kevin said, so focused on Ben that he barely heard the boy. "Everyone stay clear. Don't scare 'em. He can let out electrical charges that'll fry your brain."

So worse was possible. "How about the rest of us?" the KND leader asked quietly, backing off. "Get a radio. Send out a mayday."

"Nature of the call?" asked his next-in command crisply.

Never taking his eyes off the bizarre, hard-shelled alien, 754 finally decided, "Medical emergency."

Kevin Levin cautiously edged closer to Ben, trying to figure out a way to help his friend. The only thing he knew for certain was that he was sick with remorse and Gwen was going to flat-out kill him. Beyond that, he didn't have a clue as to what could or should be done.

"Ben? Can you hear me?" he asked softly, trying not to be threatening and not sure he managed it very well. "Can you talk?"

Brainstorm hissed again, backing away. Kevin had a flash of fear of what they would do if Ben ran off or attacked. He might look clumsy in this form, but Kevin knew full well that a Cerebrocrustacean was not to be messed with even if he wasn't the heaviest hitter the Omnitrix had to offer. They certainly couldn't risk harming him and it took more than they had on hand to capture and control the likes of Ben 10. If he had really wanted to, Tennyson could kick more butt per capita than all of them combined - they were just darned lucky that he was a nice kid. Tired out and crazed though he may be right now, Brainstorm was more than a match for any of them, even Kevin if he got riled enough (not that Levin would have admitted as much). If he understood anything Kevin said, he gave no indication.

"Can you control this?"

Another discharge of energy swept out from the Omnitrix and Brainstorm froze as fresh pain washed over him. The Cerebrocrustacean began to tremble and he raised his clawed hands to his head.

"Crap," muttered the dark-haired young man as he recognized a pattern.

It was happening again. The green glow increased in magnitude and Ben began to change at an agonizing pace. Despite what he already knew Kevin reached for him only to snatch his hand away at the shock of getting too close to so much raw power.

"Oh, no. No. Ben," he whispered helplessly as Brainstorm's deep voice rose up in protest of this renewed torment. The screams rose in pitch, growing shriller and more animalistic as Spidermonkey's wiry form gradually emerged. Kevin felt his heart sink as the Arachnichimp's multiple eyes glared up at him. There was madness in those eyes. Madness. Pain. Fury.

What was this doing to Ben?

And what were they going to do to fix this?

**OoOoOoOoOoOoO**

"Sir?"

"What is it, Sgt. Dearborn?"

"Sorry to disturb you, sir. Something just came into the comm center. I think you need to hear it."

Suppressing the urge to grumble or huff – because he knew Dearborn would never contact him directly unless the matter was dire – Dexter looked up from his microscope and turned his attention to the 3-D comm cube being projected in the air before him. The situation was doubly urgent if the sergeant used a comm cube since only Computress could generate them. In the darkened laboratory it cast a faint gold glow over his work station as it slowly rotated, showing the clean-cut, former Marine at his duty station. Dearborn looked uncommonly disquieted.

"Proceed."

"We've received a distress signal from the squad Ben Tennyson led on a mission in the Twisted Forest. Just before the communication came in we received an anomalous report of a Null-Void Mark V Hair Trigger hand gun self-destructing twenty minutes ago at their location. It was an automatic, self-contained detonation."

A chill of fear swept down his spine and to hide his reaction he deliberately rested his hands on the tabletop. "And that's anomalous how?" he asked carefully, his heart racing with concern for his best friend.

"The weapon wasn't reported damaged, lost, stolen, or transferred and the girl it's registered to was medivaced out of the Twisted Forest at 1400 today."

"What's the present day and time?" demanded Dexter as he sat back. He didn't keep normal hours, didn't wear a watch, had no access to windows in his laboratory, and rarely knew when it happened to be unless his father called him to dinner. Because he was constantly asking the people around him what was the date and hour, many of his employees had concluded he couldn't tell time. His security guards knew better, however, and were well aware that Dexter didn't track time because he didn't care about it when he was intent on his work.

"Tuesday, 2327 hours, sir," the sergeant replied. The busier Dexter was the happier he tended to be and the easier he was for DexLabs Security to keep safe, so the question was quite welcome even though Dearborn knew his boss' good mood wouldn't last for much longer.

"And the distress signal?"

"KND C.O.M.M.B.U.R.S.T. sent by their exec. We're the closest station that can handle the encryption. It's audio only."

"Play it," ordered Dexter. He was completely familiar with the acronyms employed by the Kids Next Door and had little patience with what to his mind was yet another exercise in silliness. Like most of the translations from KND-speak into English, a C.O.M.M.B.U.R.S.T. – or a Call of Mega Magnitude, Butts Urgently Require Saving, Thanks – was pushing the realm of believability to the limit. In their usual slapdash fashion, the KND made the explanation fit the acronym. The critical nature of the call could not be ignored or denied, however, because a C.O.M.M.B.U.R.S.T. was heavily encrypted and few locations had the necessary equipment to decode the messages.

There was a staticy crackle (which made Dexter wince – his own communication equipment was far superior to the stuff most KND stubbornly clung to) and a girl's worried voice was relayed.

_"-day. Mayday. Mayday. This is Sector T KND operative 292 on duty in the Twisted Forest requesting immediate medical assistance. Emergency transport required. Commander Tennyson caught in accidental detonation of a Null-Void. Omnitrix is – Oh!"_

She let out a shout of pain and surprise as a high-pitched sound rose up in the background. Dexter sat up straighter as he recognized the ear-piercing wall of sound produced by Echo Echo.  
_"Omnitrix is malfunctioning,"_ called 292, clearly in pain from the sonic attack. Sounds of confusion and shouts could be heard in the distance. _"Commander Tennyson can't control the transformations. We need assistance. Repeat message. Mayday. Mayday. Mayday. This is Sector T KND Operative 292 on a mission in the Twisted For-"_

Static. Dexter blinked as if slapped.

"The message cuts out there, sir."

Dexter was perfectly still, mouth still open and eyes wide behind his thick glasses as he assessed the situation. His heart was racing but his mind was automatically tackling the problem – what to do, who to call, what the problem might be, how to find a solution, how to help his friend . . .

More than a minute passed as Dexter raced through options, considering and rejecting ideas at lightning speed, building on what he thought would work. Dearborn waited in silence, knowing better than to speak before spoken to for fear of interrupting his train of thought.

"Dearborn?"

"Sir?"

"Have you been able to raise 292 or anyone else in that squad?"

"We're working on it, sir."

He nodded, his thoughts outstripping his speech. "When you get through, tell them to hold their position and that help is on the way."

"We'll let you know. We have their coordinates."

"Good. Contact my father," Dexter ordered, little realizing his mostly-Russian accent was getting heavier and his voice was rising in pitch to a slight whine. These were some of the clues that told the people around him to brace themselves for action. "Ask him to join me. Contact Mr. Green as well. Scramble a crew and have them prep the _Atvatabar_ for flight. The lithium batteries in her weapon back-up systems need to be replaced with fuel cells. Jury-rigging is authorized so long as it works. Cancel the test flight for the _January A-3_ tomorrow and tell Chief Barnes he's needed for a rescue mission. Man the _Atvatabar. _Fill in any holes with KND."

"I'm on it, sir."

"And Sergeant?"

"Yes, sir?"

"I wanted the _Atvatabar_ there and back an hour ago."

Dearborn gave him a wry smile. "Understood, sir."


	4. Cage

**Chapter Four: Cage**

"Dexter? The _Atvatabar _just called in range."

A muffled grumble rose up from the lower level of the laboratory. Dexter crawled out from beneath the electronic device he was working on to frown up at Professor Utonium as he added, "Chief Barnes said they'll be coming in hot."

That was an understatement, but the Professor saw no reason to add to the boy's stress. It had taken everything the _Atvatabar_'s crew had to get Tennyson into the hold of the gunship without harming him and everything more to keep him from destroying the ship in his pain-induced frenzies. On the return flight to DexLabs, Ben had transformed three times that Barnes reported. The damage to the ship's interior was extensive and there had been a few additional injuries among the people sent to fetch him back.

"Was there any trouble?" called the redhead, hunting amongst his tools to find a screwdriver.

"About as much can be expected when you're transporting someone with uncontrollable transformations. I sent Mr. Green out to meet them. We've got about half an hour. What can I do?"

Dexter paused, tool in hand. "Help me," he finally said with a hint of desperation in his voice.

Without hesitation Utonium hurried down the metal steps to join his ward. Dexter was setting up the third of four tall, thin pylons that would generate a plasma cage capable (Utonium hoped) of confining Ben until they figured out what went wrong with the Omnitrix, why, and how to correct the problem. Before they could help Ben, they had to hold him. Kneeling down, he leaned over the boy's shoulder to get a look at the setup.

"Want me to start on the next one or help you finish?"

"Let's finish this first. If necessary we can start with a smaller pen and enlarge it when the last post is hooked up to the system."

They worked quickly and efficiently and there was little call for words. Dexter had cleared out an area in the center of his laboratory to accommodate the apparatus, a Herculean task unto itself considering the amount of equipment he deemed necessary. When fully set up, the resulting cage would reach from floor to ceiling - a span of two stories in this part of the lab – and measure almost ten yards on each side.

"Why so large?" asked the Professor, intent on sliding a circuit board into place without damaging it.

"Humungousaur," was the simple reply.

"What about the floor and ceiling?"

"There are terminals on the ceiling and on the level below us. The fields will merge overhead and through the floor. That way the various aliens will be able to stand and fly, but not escape."

"What about Big Chill? You've seen what he can do."

Dexter's accent was thicker than usual and he spoke slowly, a sure sign of the strain he was feeling. "Yes, but fortunately Computress was able to obtain three separate, complete scans of a Necrofriggian switching from tangible to intangible and back the time Ben broke into the lab through the front blast doors. She is tied directly into this system and with her monitoring Ben she will be able to alter the intensity and frequency of the fields to counter any attempts to escape. At least, that's the theory," he added quietly.

The Professor could not help but smile, not in the least surprised that his son would think out so many details. He held a metal cover in place as Dexter screwed it down and sealed the edges. Utonium groaned as he straightened his legs.

"One to go. Come on; let's bang this out before Kilroy calls."

Gathering up the tools, Dexter moved to the final pylon and immediately set to work to hook it up to the others.

"Computress, run a diagnostic on the force field system and let me know if it will operate with the three posts already set up," ordered Dexter.

Moments later the computer's feminine voice replied. "It will, but I can't promise absolute security over a distance in excess of forty feet."

Nothing more was said as the two scientists worked feverishly. Utonium refused to allow Dexter to be anything less than absolutely safe, especially in light of the danger an out of control Ben Tennyson presented. He knew he would not be able to stay constantly with Dexter any more than Dexter would allow himself to leave Ben's side until this situation was resolved, and so he would do everything he could to make certain every measure for safety was taken. He glanced at the redhead, catching a fleeting grimace on the boy's face as the soldering iron in his hand sent up a whiff of burnt plastic. The Professor knew full well that Dexter wanted to get done not just for his and Ben's sake, but also to give him peace of mind. They understood one another perfectly well and would go to any end to spare the other undue worry.

"Mr. Green reports the _Atvatabar _has landed and is taxiing to Hangar I," Computress announced. Dexter looked up sharply.

"I told him to bring Ben in through the service tunnel between here and the production plant," Professor Utonium said. "It's a bit longer but more secure than trying to get Ben into an elevator."

"Good thinking, Dad," was the soft reply. "Thanks."

He leaned over and pressed a kiss atop Dexter's head, knowing full well that his boy, though composed, was frightened beyond words and in need of reassurance. Platitudes were wasted on Dexter but right now the worst-case scenario was too awful to consider, let alone voice.

It took another forty minutes for Kilroy Green and his unfortunate charge to arrive. The delay let them finish setting up and testing the plasma cage. The Professor allowed himself to be locked inside the glowing walls of energy a few times, and finally Dexter had to admit that there was nothing more he could do but see if DexTech was up to the task of holding Ben10.

When the call came, Mr. Green sounded harried and rather desperate. _"Sir, we're almost at the lab. Can you open the blast doors?"_

"Computress," called Dexter, "open the doors to the service tunnel."

A frown creased his face when the huge, layered doors to the underground passage squeaked as they slid back. Dust must have accumulated in the mechanized system since the last time the doors had been opened. Utonium stole a sideways glance at his ward, letting himself be momentarily amused by Dexter's expression of disgust. Then all amusement vanished as the sound of an inhuman scream echoed from the tunnel and several voices rose up, calling out warnings.

"Look out!"

"Dexter, he's loose!"

"Comin' at ya, Boss-man!"

"Cripes!" Utonium seized Dexter to him as something blue-green, fast, and wiry darted past them, chittering in agitated fear. The two scientists gaped in astonishment as Spidermonkey scrambled on the slick metal floor, his feet slipping as he tried to escape.

"Computress, track him!" ordered Utonium.

"We have to get him in the cage," Dexter countered. "If he damages the controls - Computress, holo-image right before him! Distract him!"

Instantly a three-dimensional image of a silvery, robotic woman materialized a yard in front of the Arachnichimp. Spidermonkey backpedaled, unable to stop and he slid straight through the figure. Computress turned as the confused beast hissed, then lunged at her. He sailed clean through the hologram and landed with an angry cry.

Seeing their chance, Dexter pulled a little away from the Professor, quietly saying, "Draw him back to the cage, Computress. Tease him in there."

Demanded an unfamiliar young man, "What are you-"

"Silence!" commanded Dexter with an imperious gesture. He had no time for anything but Ben and seeing that he was safely and securely confined. Behind Dexter, the Professor motioned for everyone to be quiet and hold their positions.

Turning off the impulse control seemed to be Spidermonkey's primary issue. Computress gradually lured him deeper into the laboratory, back to the cleared area that held the pylons that would generate the plasma cage. With caution Utonium and Dexter followed, keeping their distance.

"Don't let him touch them, Computress," Dexter softly ordered, eyeing the fragile posts. He held his breath as Spidermonkey sniffed at the control panel for the units before emitting an ear-piercing shriek. At the abrupt sound Dexter jumped, instinctively reaching for the man he called his father. Utonium caught him and steadied him protectively. The motion attracted the Arachnichimp's attention. He turned on them, his long fangs bared in savage, mindless aggression.

Computress' holographic form flicked into being right in front of the alien, glowing bright enough to yank his focus away from the pair of scientists. She vanished and reappeared a few feet away, replaying his high-pitched scream back at him. Instantly he gave chase, abandoning the two humans and scrambling after the mocking silver image. Utonium sagged in relief while Dexter cautiously took a step forward.

Just as Ben stepped between the pylons, a wave of green lighting swept over the four-armed chimp. His cry was cut off abruptly and Spidermonkey staggered.

"He's gonna transform!" shouted the young man. "Quick, what's non-conductive here?"

"We've got to get him between the plasma units," Dexter snapped. "Computress, focus-"

"No time for that! Out of the way, punk!"

The dark-haired man that had accompanied Mr. Green and Chief Barnes and the security team darted forward, deliberately shoving Dexter aside with far more force than was called for as he made for Ben. The redhead stumbled to the ground, catching himself as a dark form flung itself at the glowing alien. Spidermonkey - if he could be called that right now - let out a shrill cry that grew deeper and fuller as the Arachnichimp was slowly replaced by Chromastone. Ben10 screamed as flesh and blood turned to stone, his body growing in size and his flesh hardening to crystal. The cry stopped abruptly as the man bodily slammed the Crystalsapien back a few steps, his uniformly gray body unaffected by the energy field tearing Ben apart.

"Get out of there now!" ordered Dexter. "Computress, activate the unit!"

A low hum filled the air as the pylons were turned on, a faint white glow emanating off of them as a wall of energy sprang up between the posts and then reached up to the ceiling and down through the floor. The newcomer scrambled away just in time to avoid being caught in the field.

"Hey!" he barked crossly, whirling on the owner of DexCorp. "You little -"

Dexter paid him and his indignation no mind as he pulled himself upright, seemingly more interested in adjusting his glasses than acknowledging this show of aggression. His lack of reaction negated the anger aimed at him, though every DexLabs employee present was giving the young man looks to kill for daring to lay a violent hand on Dexter, let alone knock him down when he could have stepped a foot to the left and avoided him completely. The boy genius, unconscious of the drama going on behind his back, hurried to the control panel to check the readings, making sure the field was stable before raising his eyes to get a look at his best friend. Instantly his father and his frazzled-looking physics tutor joined him, ready to act if the cage proved unstable. The security team fanned out, staying close to Dexter and anyone else they mentally classified as nerds because with the exception of Kilroy Green, who was classified as a Monster and despite his mild appearance was quite capable of some respectable wrath, they had zero faith in the scientists' ability to keep themselves from harm (and plenty of evidence to back up that belief).

Through the wavering wall of plasma, Dexter watched as Chromastone stirred, his crystalline body bright with energy absorbed not just from the Omnitrix, but from the very lights and plasma units around him. The alien was an unnatural shade of green and he tossed his head as if trying to shake loose the pain he was experiencing. Scientists, pilot, guards, and shape shifter were tense and silent as they waited to see if the cage would work or if they would all be scrambling for cover.

"Computress?" asked Dexter, his heavy accent completely bland as he kept his voice under strict control.

"Energy build-up detected. Discharge anticipated in seven seconds," said the super computer.

"Increase power to plasma units," ordered the boy.

Utonium shifted closer to Dexter. A glance at Mr. Green brought the fire demon a few feet nearer as well. If Chromastone escaped, Green knew to transport Dexter away to safety. Professor Utonium didn't care in the least that doing so would infuriate his ward; his only concern was for Dexter. Chromastone spun around to face his captors, letting out a blinding energy pulse that filled the plasma cage for an instant. The shimmering walls went white as light filled the space for a few moments, then dissipated. They waited anxiously, blinking at the after-image, but the Crystalsapian remained secure and safe and unharmed as the cage held. Chromastone reached for the plasma walls and was repelled by Computress as she manipulated the power levels to hold him back. The alien made no further attempts to try to escape, at least for the moment.

A collective sigh rose up from everyone present. Dexter bent over the control panel and started issuing orders to Computress as Utonium addressed Mr. Green.

"Roy? You all right?"

Green shook his head, watching his student as he moved closer to the plasma field. "It was a nightmare getting him down here. Mostly we tried to herd him along, but good luck trying to herd a Vaxasaurian. I can't imagine what the crew of the _Atvatabar_ went through transporting him here."

"Well, he's here." Utonium followed his friend's gaze to the redheaded boy contemplating his best friend through the shimmering wall of energy. Dexter was silhouetted against the energy cage. He looked so small in comparison to Chromastone, small and fragile as he clasped his hands behind his back in a gesture Utonium recognized as one of apprehension. With so many people present, the Professor knew Dexter would be absolutely guarded with his emotions, but there was no hiding so much distress from a loving father's eye. "Now we have to see about saving him."

"Hey!" snapped the young man that had accompanied the gunship's crew to the laboratory. He seemed fed up with being ignored (even though he was pointedly ignoring Dexter), and he turned his attention on the ones that seemed as if they ought to be in charge even if they weren't: Professor Utonium and Mr. Green. Even as he spoke, normal coloring returned to him as he abandoned the plastic form he had absorbed. "What the heck is going on?"

Before the Professor could reply, Dexter turned away from the plasma cage and his best friend, a look of cool contempt settling over his features as he faced the older teen. The people that knew him knew that look: this was Dexter at his most intense, savage, and dangerous and only a complete fool would underestimate him. The young genius folded his arms across his chest as he moved to stand before his guardian and teacher in order to confront this stranger to his realm.

"Why don't you tell us, Mr. Levin?"


	5. Interlude: Alpha

**_Interlude: Alpha_**

_Pain. Blinding. All-consuming. Absolute. It coursed through his body, touching every nerve and cell so that it robbed him of reason and thought. There were no ideas forming in his mind, no memories crowding to the surface to ease him through this and calm him. He saw but could not comprehend, he heard but words held no meaning in light of the agony gripping him. Nothing escaped his throat but wild sounds that expressed just a fraction of what he felt, but all of his understanding. He had no name, no past, no true form; only this present state of pain that turned to agony as he was forced to change over and over again._

_This was wrong. That much he knew. In countless ways, it was wrong even if he lacked the ability to grasp why. There was nothing for him but primal instinct telling him to escape and hide, to lash out at anything that stood between him and the darkness. More than anything, he wanted the darkness to enfold and protect him since it had been light, burning and relentless, that had caused this to happen._

_But there was no escape. The light followed him and clung to him even closer than his shadow. Green and crackling, it tormented him every moment. He could not keep still. There was no rest. No sleep. No peace. Just pain. No matter what eyes he saw through, no matter how heightened or suppressed his senses, how strong his body, how great his abilities, the agony of being never altered._

_Somewhere in his mind he felt he should know these creatures around him, but names and memories eluded him and he could barely tell one from the other. Their intent was lost on him as well. They could not hurt him any more than he was already suffering, but his emotions were raw and on the surface and fury overtook apprehension as he realized he was being held. There were walls he could not see rising up all around him, keeping him from fleeing into the dark. Keeping him from escaping. Keeping him in pain. He had to get away. He had to escape the monsters holding him and outrun the green light._

_Trying to see beyond the barrier that held him caged, something caught his attention and distracted him momentarily. It was small, barely even worth noticing – a wisp of a form shrouded in white standing on the other side of the wall, watching him. It was like the others, but not, and as alien to him as he was to it, yet intuition told him that this was the most formidable being he would ever face. It was dangerous despite its size, but dangerous to what he could not begin to imagine._

_And then . . ._

_A jolt raced through his body, shocking him. The pain grew, a throbbing pressure in his skull that spread down through his system with sickening thoroughness. A bone-deep ache filled him as living stone turned to flesh and blood. Arms became wings, hands became claws. He shrank in size and weight, his body compacting. Colors shifted as the nature of his vision changed. A body cold and hard became warm and flexible. Bellowing screams became shrill as he raged against the transformation thrust upon him._

_When finally the pain receded slightly and he wore the guise of an Aerophibian, he looked again. The white figure was still there, silent and unmoving. In its eyes was an echo of the pain he felt._


	6. Clash

**Chapter Five: Clash**

"What is _that_ supposed to mean?"

The words were out before he considered how defensive his tone must sound, and Kevin could feel all eyes upon him even though he ignored everyone but the runty kid that so boldly faced him and made demands. He knew it was Dexter – he'd seen a few pictures of him and god knew Tennyson had gone on about that stupid accent often enough that there was no mistaking him for anyone else. Somehow Kevin had expected someone a _bit _taller, but Dexter seemed as big a jerk as he'd anticipated.

Piercing blue eyes narrowed behind thick glasses. If he ever gave up being a nerd there was no doubt in Kevin's mind that Dexter could make a great second career out of being an Inquisitor. Dexter's glare was almost harder to endure than Gwen's patented dirty look, and he resisted the desire to squirm.

"Exactly what it sounded like, Mr. Levin," Dexter said, his expression cool. Kevin got the impression that this was the same voice Dexter used for addressing lesser beings. "Tell us what happened."

Was he like this with Ben, too? Couldn't be. Not even a mega nerd like Tennyson would put up with this attitude for long. The thought that perhaps this was just posturing on Dexter's part for his own benefit gave Levin's confidence a small boost. How much did they know, though, about what happened in the Twisted Forest? He was disinclined to admit or commit to anything until he had a better idea of Dexter's intent. Still, the basic story was straightforward enough.

"A Null-Void laser pistol detonated," he said matter-of-factly, not about to give more information unless they pried it out of him. "Ben got caught in the blast just as the Omnitrix was powering down."

"Then what?"

"What you see. He's stuck in transformation mode."

"Ben is, or the Omnitrix is?"

Kevin growled. "The Omnitrix," he corrected, making no attempt to hide his annoyance.

Dexter looked back at the tall, mild-looking man standing behind him. "Dad, check his radiation levels, please, and see if decontamination will be of any use."

There was a wordless exchange between the two scientists and with a quick nod the man strode off, heading deeper into the laboratory. Kevin watched him go. That had to be Professor Utonium, Father of Nerds. Ben had been given to gushing over him, too, back when he was still talking to Kevin about things.

Back when he was still Kevin's best friend.

"Has anything of similar nature happened to the Omnitrix in the past?"

Bristling, he dug his heels in, instantly tired of this brat and his bossiness and his acting like he owned the place (even if he did). "What is this, a quiz?"

"Yes. Answer the question, Mr. Levin."

"Well, I got a few of my own!"

Dexter folded his arms across his chest, his gaze never wavering. "Ask."

So quick a response was unexpected and Kevin hesitated, taken aback. In all honesty he had expected a fight, not an invitation to return the favor of grilling Dexter for answers. Disarmed by a single word, he didn't have anything to ask. Dexter waited, barely seeming to blink, and if there was a means of measuring intensity then this kid would have been up off the charts.

"Well . . . who the heck are you?" he demanded, stalling.

A rust-red eyebrow was arched at the question, though he suspected Dexter was more amused than surprised.

"I'm Dexter."

"Dexter what?"

"Dexter the owner of DexCorp International."

He tried to give the boy a taste of his own medicine as he imitated his superior tone. "Do you have a last name?"

"Yes."

Okay, there was no denying, the shrimp was good at this game. He wasn't going to get anything out of him this way and he knew Kevin was beating around the bush.

"Does Gwen know what happened to her cousin?" he finally asked.

"Yes. I had Sgt. Dearborn contact her in Bellwood. She's on her way. She'll be here sometime after noon."

"Oh." He thought some more. "Do the Plumbers know?"

"Should they?"

"Well, yeah. Duh."

The words didn't have the desired effect. Dexter just stared at him expectantly until Kevin felt obligated to make some noise. On the far side of Dexter, he could see Ben as Chromastone clutching his head and groaning in pain. Levin gestured crossly at the stubborn opposition he was facing.

"Hello! He's a Plumber!"

"Is he?"

Losing all patience, Kevin snapped, "Well, what do you think, shorty?"

The green-skinned demon with horns, who stood a few paces behind Dexter, started. He leveled a lethal glare that told Kevin he'd best lay off the name-calling, and the young man felt a twinge of satisfaction at generating a reaction out of someone so composed. The redhead was smoldering as he said,

"I think Ben works _with_ and _for_ the Plumbers, but he's not one of them."

Kevin hauled his proof out of his jeans pocket, holding up his Plumber's badge. "Then why were we issued these?"

"Where is Ben's?" countered Dexter, well aware of the answer already.

It occurred to Kevin that Dexter was probably better acquainted with the situation than he imagined – perhaps even more than Kevin was himself - and that Ben had probably voiced his opinion of the Plumbers loud and long for Dexter to be so confident. Magister Gilhil's refusal to give Ben a Plumber's badge hadn't seemed like such a big deal at the time to Kevin, but now that he was being bludgeoned over the head with hindsight, he figured that Tennyson would probably have viewed the act as a slap in the face. He and Gwen had been too pleased and excited with the badges to really notice Ben's reaction. Perhaps Ben had even whined to him and Gwen about it, but they had ignored him. At least, Kevin had. He had gotten too good at doing that.

But clearly Dexter had listened.

"He . . . doesn't have one," he was forced to admit.

"Mmm," Dexter commented. "Contact the Plumbers if you will, Mr. Levin, but unless they have a direct contribution to make, they will not be allowed in this facility for the duration of this crisis without my consent."

"What makes you think you can stop them?" demanded Kevin, genuinely curious.

Dexter silently looked back at Chromastone as the Crystalsapian sent another energy blast at the plasma walls caging him in, and then turned his gaze back to Kevin. No other answer was necessary. If he could hold the Wielder of the Omnitrix at bay then he would also be able to dictate who was allowed to enter his corporate headquarters. Besides, the last thing the Plumbers wanted to do was tick off one of their primary weapons manufacturers. The arrogance on display was overwhelming even though Kevin had to (very grudgingly) give the Boy Genius his due.

"Don't you trust them?"

"My trust in this matter is irrelevant," Dexter said. "It's a question of who Ben trusts."

"Hey! He trusts the Plumbers!"

"As much as they trust him, it seems."

"I-"

He broke off, not sure of what he wanted to say and brought up short by the immensity of Dexter's statement. Was it Dexter speaking just now, or Ben?

"So, has anything of similar nature happened to the Omnitrix in the past?"

"No . . . not that I know of. Do you know how to fix it?"

"Not yet."

"That's not much of an answer," he sneered, angry that there was no easy way out of this mess he'd made. Give the amount of faith Ben put in this jerk, Kevin had expected a lot more out of this wunderkind. He wanted results, and fast. Though it wasn't quite his style and his ego would most definitely trip him up, he had to make things right between himself and Tennyson.

"Do _you _know how to fix it?" countered Dexter, his accent growing heavy as he sneered right back.

"No."

"Then mine's the better answer."

**OoOoOoOoOoOoO**

He could see why Ben's friendship with this young man was on the skids. Kevin Levin seemed to think very highly of himself and his intelligence, though Dexter was far from impressed.

"Sir."

Mr. Green nodded to the pen, and Dexter turned his back on the annoying stranger as a static charge swept over Chromastone. He watched in agonized silence as the tall, crystalline figure writhed and staggered and finally screamed as the malfunctioning Omnitrix began to drag him through another transformation. Dexter clenched his jaw, forcing himself to watch and fighting the sick feeling in his stomach. He was so used to seeing a simple flash of green energy as Ben instantly swapped forms that until now he had never given a thought to what actually happened to his friend as the Omnitrix manipulated his DNA.

It was horrifying. Torturous. Chromastone looked as if he was melting into another shape. He shrank in size, red-orange flesh replacing purple stone as Jetray slowly emerged. What was this doing to Ben? There was only so much of this a person could endure. What would happen when he reached that limit?

"I think the interval between transformations is getting shorter," Mr. Green said softly. "I'll have Barnes pull the recordings from the _Atvatabar_'s hold and have Sgt. Morton check the tapes from the access tunnel for comparison."

"Do so." Dexter nodded, never looking away as the green-tinted Aerophibian slowly raised its angular head and looked at him. It was just as well that he could sense Levin's abrasive presence behind him, because the temptation to break down was almost overwhelming. That he would eventually do so was inevitable, but for now he was grateful that Kevin was here and forcing him to keep composed. He might cry before his father or Mr. Green or even Ben himself, but in front of Kevin Levin? Never.

His resolve was tested to the limit as he locked eyes with Jetray . . . with Ben. The pain and despair he saw in those green eyes was almost enough to break his heart. He had seen that look in his friend's eyes before, months ago when he'd sat up talking all night while Ben told him about Kevin lashing out at him. Dexter knew all too well what it was like not to be liked or respected or heard or to have anyone to share with, and he refused to ever be the cause of such hurt. Ben deserved better.

"So now what?" demanded Levin.

Dexter took his time answering. "Now we study the situation and figure out the best course of action to correct the malfunction and restore Ben to his own form."

The dark-haired teen growled, moving forward. He was very impatient, and he seemed to think that simply by virtue of Ben being here that Dexter could perform miracles. Well, he could, almost, but he needed a foundation to work off of and the only way to gain that foundation was to collect as much data as possible. With his friend's health and maybe even life on the line, he had to proceed with care. When they acted, they had to be right. Haste could set them back or do Ben even more harm.

From the corner of his eye he saw Mr. Green looked up from the communication panel with a sharp, aggressive motion, warning Kevin not to get any closer to his student. Dexter didn't move or look away from Jetray, keeping his focus centered and letting his tutor establish the parameters with this newcomer, as was his job. Levin stopped, supremely unhappy at being threatened but not wanting to tangle with the demon or the many security guards still standing around.

"Not another step, Mr. Levin," advised Kilroy Green softly.

Kevin made a sound like, "Tch!" His frustration was evident and he threw his hands wide. "What do you think I'm going to do?" he challenged, glaring at Green.

"We're not going to find out," the demon assured him.

No name calling, no sudden moves – these nerds were too much. Still, if there was a solution to be found, Kevin wanted in on it.

"So what can I do?"

Jetray took to the air, hissing and angry to find himself confined. A long, high-pitched roar filled the laboratory, tapering off into a groan as the Aerophibian landed gracelessly. Dexter spared the Osmosian a glance and then returned his attention back to his suffering friend. Thinking back on what he knew of the history Ben and Kevin shared and everything that had as of yet gone unsaid about this incident, Dexter quietly sighed,

"Haven't you done enough already?"


	7. Distrust

**Chapter Six: (Dis)trust**

To Kevin's everlasting annoyance, Dexter and the Geek Squad proceeded to ignore him as they fussed with their equipment and readings and god knew what else. Being forgotten had its advantages because it gave him a chance to look the lab over a bit. The place was pretty hard-core and he was itching to get a closer look at some of the equipment the wunderkind had scattered about. Small wonder Dexter was the Plumbers' golden child. Even by his standards, some of this stuff was amazing. Of course some of it seemed crazy or downright stupid, but overall he was heartily impressed. He glanced over where the redhead was deep in discussion with his father and the demon. All this came out of that head? Scary.

What exactly had Dexter meant before? Hadn't he done enough? Had he? What exactly was he supposed to do or not do? Once again, Kevin was left to wonder how much this kid knew about the situation, about Ben, about the Plumbers, Kevin - all of it. He knew if Tennyson felt safe around Dexter then he probably talked his head off. Belatedly he realized that was exactly why Ben had been talking so much all those months ago - until he had lashed out and shut Ben down completely, Kevin had been safe. Some things they knew or saw or did couldn't be discussed with just anyone. Without Gwen or Max around, Kevin was all Ben had. Who could really understand some of the things they went through?

And the unlikely answer wore glasses and a lab coat and purple gloves and stood forty feet away.

A scream rang through the lab, yanking Kevin back to the here-and-now. An infuriated Swampfire was still trying to figure a way past the force field; little realizing brute strength would get him nowhere. The lighting in the lab briefly turned yellow-orange as the Methanosian sent a burning blast of swamp gas at the barrier. Kevin had to hand it to the Utonium shrimp - he was doing a better job of keeping Ben10 put than most interstellar technocrats had ever managed. Ben being out of his right mind certainly helped, but Kevin was glad he didn't have to sweat over his friend's location or relative safety for now.

"Sir," said a voice a few steps behind him.

Kevin stopped in his (very slow and quiet) tracks. "I was not going to touch that," he defended, turning away from a body armor prototype. Facing him was a tall, slim, tough-looking security guard who judging by his expression was exactly the sort of person Kevin knew it was best not to mess with. He was armed with a particularly lethal and appealing blaster, and it occurred to Kevin that as an Osmosian, he may very well be susceptible to Null-Void technology. From what he gathered, the laser beams they generated disrupted energy. Since it took energy for him to absorb and keep a hold on different materials, odds were good a shot from one of those guns would be enough to knock him for a loop. He did not want to test that theory, either. Not right now anyway.

"This way, sir."

"Where to?"

"Professor Utonium has had a room and shower facilities set aside for you. Gwen Tennyson won't arrive until after noon and the Professor thought you might want to eat and get some sleep." By his tone it wasn't a request or a suggestion - it was an order.

"I'm not leaving Ben," he replied, his stubborn streak getting its hackles up at people making decisions for him even as the mention of food made him acutely aware of his hunger. His display of loyalty had no effect on the man.

"Mr. Levin, right now you're not in a position to be of assistance to your friend or to my employer, and wandering around the laboratory is strictly prohibited and extremely dangerous. This way."

His stony expression never changed, but his attitude did and Kevin knew who would be at fault if things escalated from here. Grudgingly he led the way back to the plasma cage holding his friend, well aware that this man didn't trust him in the least. Kevin glowered. It wasn't as if he'd done anything . . . other than make this whole mess possible, but still . . .

"Very well, Dad. I'll head up home and feed Einstein," Dexter was saying as they approached. Kevin paused, astonished that the squirt would even consider leaving Ben at a time like this. "He'll be starving by now. Wake me if anything happens which you feel merits my immediate attention."

"What?" he squawked. "You're leaving?"

Dexter turned, and the other geeks looked up from their powwow, as astonished as Kevin by this outburst and interested in what he meant. The boy frowned.

"I beg your pardon?"

"You're leaving? Are you nuts?" He gestured at the pen where Swampfire staggered about the limited space. "I thought you were his friend! How can you walk away from him when he's like this?"

Blue eyes narrowed as Dexter glared. "And I had to ask the sergeant to go find you . . . why? I have been up for more than twenty-seven hours, Mr. Levin. Exhausted I am of little use to Ben or anyone else. Until his cousin arrives and I get the reports from the field there is little that I can accomplish here."

"So how come you gotta talk to Gwen?"

He made a wry face. "Because I'm optimistic that she will talk."

Kevin gaped, affronted. "Hey! I'll talk!"

"Good. I'll hold you to that promise," Dexter replied with a faint smile. _"After _I wake up."

"Why, you . . . you . . ." He broke off, unable to come up with the word he wanted. He'd walked straight into that, but adequate means to express his opinion (while not getting himself killed by the guy with horns) eluded him. "Brat," he finally muttered sullenly, realizing that because of Ben, he had pinned a lot of hope and trust on this kid - this same kid that had gone right back to ignoring him.

"Let Dr. Weiss take over when he comes in at seven, Dad. You and Mr. Green need to get some rest as well," Dexter said. "Sgt. Morton can escort me home."

"I'll see you later," Utonium assured his son with a gentle smile. "Get some sleep."

Dexter tried to smile back but the gesture turned to a look of frightened distress as Ben screamed aloud and a new transformation started. Kevin watched closely as the boy cringed, thinking that Dexter picked a heck of a time to start being a kid again. A moment later he carefully fixed his glasses and when he lowered his hand the scared kid was gone and the stone-cold scientist was back.

The fire demon, Mr. Green, promptly leaned over and pulled the paperwork out of Utonium's hand, taking command. "Patrick, Chip can escort Kevin and I'll wait for Dr. Weiss and brief him. Go. I'll be in touch when Ben's cousin gets here and I'll let you know if decontamination is recommended."

His patience was gone with these geeks, but luckily Sgt. Morton was there to rescue him from all the sap they were generating. With a final look at the raving Methanosian, Kevin gladly followed the security officer through the lab to a row of elevators. Morton used a scan card to open one, and once inside the man glanced at him.

"Hold on," he ordered, and pressed a button.

Kevin scoffed, then staggered and almost hit the wall as the elevator zipped backwards in a sharp and unexpected motion. It stopped abruptly and then zoomed upwards. The sergeant's hand shot out and seized Kevin by the arm to keep him from planting his face in the deck.

"Whoa!" He clung to the wall, fighting to keep his knees from buckling. "Does this always do that?"

He expected amusement at his own expense (he would not have resisted heckling Ben if hero-boy had almost fallen over this way), but the man's face remained neutral as he said, "Not always. Depends on where you're going."

"Where are we going?"

"The corporate guest quarters. You'll be able to send down to the cafeteria for a meal if you're hungry."

He glared. "Am I being locked in?"

The man looked at him with annoying calm. Did anything faze this guy? If someone told him Sgt. Morton was a robot, he would not have been surprised in the least.

"No, but without clearance there aren't many areas of the campus that you can access. I would recommend you rest up while you can."

"Can I get back to the lab?"

"No, and don't try to get back. You'll need permission from Dexter and an escort."

"So how do I check up on Ben?"

"Dexter already said he'll be in contact with you. Believe me; he'll keep his word."

"Is he always this friendly?" growled Kevin, annoyed anew with the runt. A kid with so much authority just seemed . . . wrong. He didn't bother to think that Dexter was running not just a titanic corporation but a war as well, his concern was for himself and Ben and the immediate situation. As he spoke the elevator slowed and stopped, opening to a large atrium full of light and plants and soldiers of all sorts from Earth's Combined Forces. This had to be the front entrance of DexLabs Headquarters. Kevin had never been here before, but the Tennyson's had. Despite himself, he was impressed.

"No."

"All that down there was his idea of _friendly?"_

Amusement glittered in Morton's blue eyes as he motioned for Kevin to follow him. "You should hear what he did to Ben."

Knowing the pre-clammed up Tennyson, Kevin must have been told the story a dozen or more times but had tuned Ben out. He'd have to think back and try to remember the events of when Benjie met Dexie. Maybe Gwen would know. It would be comforting if Ben had met the same degree of warm fuzziness that Kevin had.

Morton stopped at the security office close by the front doors. A KND operative that looked as if she was tanked up on caffeine and sugar met them. There was a hyper gleam in her eyes that reminded Kevin of a yippy dog.

"Signing in a guest, 114," Morton told her. "He'll have standard access for the duration of his stay."

"So how do I get clearance?" he prodded as the girl hustled about to get him a badge.

Morton came dangerously close to smiling. "You don't."

**OoOoOoOoOoOoO**

The elevator doors closed behind them and Dexter immediately dropped his guard, his shoulders slumping as he let out a long sigh. Here, alone with his father, it was safe to have emotions and failings. He had not been exaggerating when he admitted to being exhausted, and he was grateful beyond words to feel the Professor's big hand on his shoulder.

"How can Ben be friends with that . . . that . . . arrogant jerk?"

"Maybe that's what he looks for in his friends," was the quiet suggestion.

He was being teased. Dexter knew full well that _arrogant jerk _was among the nicer terms people often used to describe him. He looked up to see his father smiling down at him, and he could not help but smile back faintly.

"I don't know what you're talking about," he said in virtuous tones, earning a small chuckle that lightened both their moods a tiny bit.

"From what I gather, their friendship has worn a bit thin lately," Utonium replied.

"It has. You saw how upset Ben was when Kevin yelled at him. It wasn't in fun or teasing. He _meant_ it." He spoke softly, his knockoff Russian accent slurring slightly as his weariness came to the fore. There was no need to elaborate. They both remembered with perfect clarity how hurt Ben had been despite his best efforts to hide his feelings.

"I know. But Kevin's here now. That says something."

"It does, and I intend to find out exactly _what_ that says."

"What do you mean?"

"A Null-Void just exploded for no reason? A Mark V? Seriously, Dad?"

There were so many fail-safes and backup systems, especially in the newer weapons, that most of the Null-Void blasters that had self-destructed had been remotely activated by DexCorp's corporate security investigators to keep the weapons out of Fusion hands. The guns had to be either extremely damaged or someone had to try and access the plasma chamber for them to detonate automatically.

"Could it have been damaged in the fight against the Frightening Bugs?" Utonium asked, playing the devil's advocate.

"Vaguely possible, but it would have to have been damaged the very first instant of the fight. Mark V proto cores take exactly twenty-four minutes and sixteen seconds to build up a detonation charge. Preliminary reports of the battle from the first discharge of a Null-Void to the last set it at nineteen minutes and change, with the gun self-destructing within two minutes of the last Fusion being destroyed."

"Leaving us with three extra minutes before the fight started to account for."

"Exactly."

The elevator slowed and finally stopped. Dexter held the button to keep the doors closed, not wanting to risk meeting anyone in the hall as he said, "Computress."

A 3-D hologram of the computer's robotic form joined them in the elevator. "Yes, Dexter?"

"Keep a sharp eye on Kevin Levin. Let me and Security know if he tries to gain access to where he's not authorized or tries anything improper."

"Commencing monitoring."

"How is Ben?"

"He's turned to Echo Echo. The resonance he generates in this form is particularly challenging to contain."

"We'll leave you to it."

Computress smiled and vanished.

"Dexter?" Utonium asked softly.

"He's a Plumber. Ben doesn't trust them."

"You trust Neel Shaan."

"The general's given me every reason to trust him. Mr. Levin . . . has not."

He released the button, drawing himself up straight again, steeling himself for the world as the doors opened. The thirteen-year-old boy was gone, replaced by the captain of industry. Utonium held him back for a moment, leaning over to whisper in his ear.

"Don't lose sight of what we're here for. Dexter. Saving Ben is more important than anything else right now."

Dexter nodded, glad of the hint. "Remind me if I forget, please, Dad."


	8. Meetings

**Chapter Seven: Meetings**

She wasn't sure if the building was actually so imposing or that her emotional state leant itself to being intimidated, but the sight of DexLabs corporate headquarters filled Gwen Tennyson with dread. The call she had received early this morning had been all the more frightening since the man had not been able to answer very many of her questions. All she knew was that her cousin had been caught in the detonation field of a Null-Void gun (a designation she disliked even though Ben had assured her Dexter had chosen the name by chance when he was seven years old) and now the Omnitrix was malfunctioning and taking Ben along with it.

Hurrying up the wide stairs, she entered the elaborate entrance that was just a step or two away from being a botanical garden. Most of the people moving about were close to Gwen's age, though far more elaborately dressed and carrying weapons of all shapes and sizes. Briefly she wondered if she had the same confident, hardened look about her as these child soldiers, then set the thought aside as she spotted a DexLabs security guard. He was tall and blond and seemed very familiar with the chunky young boy he was hauling away from the elevators by the flaps of the boy's aviator's cap pulled tight beneath his chin.

". . . next time you want to dismantle something, Gilligan, make sure it's your own stuff and not DexTech! We've got enough on our plates right now without having a full battalion of Dexbots repairing everything in your wake. If I catch you again you'll be the centerpiece inside of the maximum security holding cell."

"Sgt. Morton!" said the boy, his wide-eyed attempt to be endearing falling on deaf ears as Morton spotted a commotion across the large entrance.

"Hey!" Still holding onto the boy's cap, the security officer pointed toward the far wall. "Spidermonkey! Get out of there! It's a fountain, not a shower!" Returning his attention to the boy, Morton went in for the kill. "If that happens, you'll only be released to your mother. Don't think I won't, Hoagie. And take the stairs before I deactivate your access card!"

The threat had the desired effect and the boy - who by his equipment had to be KND - scurried off, and the monkey, who screamed and darted away. Gwen felt a pang as she approached the blond guard. Her hopes had risen at the name Spidermonkey and she was disappointed that it had not been Ben causing the disruption.

"Excuse me. I'm Gwen Tennyson, Ben's cousin. I was contacted this morning by Sgt. Adrian Dearborn."

"Miss Tennyson," he immediately replied, changing gears as he went from petty annoyances to major issues. "I'm Sgt. Chip Morton, head of DexLabs Security. I'm glad you're here. Come with me, please, we need to get you signed in."

"How is Ben? Is he-"

"Not out here, Miss," he interrupted, raising a hand to halt her flow of questions. "This way, please."

There was nothing for it but to follow him into the security control center and get issued a badge declaring her a visitor. She was not heartened when Morton called to make arrangements to house her here on the property. They expected her to stay for _days?_ What exactly was going on? Where was Ben? Where was Kevin?

"Sergeant . . ."

"Just a moment, Miss Tennyson," Morton said, turning to one of several comm units in the room. "Professor, she's here," he said, addressing someone directly even though from her seat she could not clearly see the holographic image being projected by the unit. "Mandy's been informed. Yes, sir. I'll take her to see Levin first and we'll meet you in the conference room at 1400."

His conversation finished, he turned his full attention on her, waiting for her to speak.

"What's happening, Sgt. Morton? Where is Ben? Is Kevin here? What . . ."

"President Utonium and his son will be able to explain the situation in more detail, but in a nutshell, your cousin was caught in the shock zone of a Null-Void pistol as it self-destructed. Have you ever seen one detonate?"

She shook her head. "No."

"It's a very contained explosion designed to fuse a damaged Null-Void into a useless lump. Unfortunately, Ben was transforming just as one detonated and for whatever reason, the radiation pulse locked the Omnitrix in transformation mode."

Her heart seemed to faint within her, and Gwen was glad she was seated. Her voice sounded hollow as she asked, "So he's changing forms?"

"Yes, but very, very slowly. The process is causing him a lot of pain. He hasn't regained human form since this started. He hasn't slept or eaten, either."

"Well, the Omnitrix should time out eventually," she said, though her optimism for that happening was low.

"It hasn't yet, Miss."

"Can I see him?"

"In a little while. We'll be attending a meeting at two to discuss the situation."

"Did I hear right? Is Kevin here, too?"

"Yes. He was with Ben when this happened and he accompanied the _Atvatabar _when Dexter sent the gunship to bring your cousin here."

"Do the Plumbers know what happened?"

"I don't know. If you like, I can bring you to Kevin now."

"Please," she said, rising.

She was growing too agitated to pay much attention to her surroundings as she followed Morton through the main entrance to a flight of stairs that lead to the upper level of the atrium.

"Is . . . is Ben being held prisoner or something?"

Morton paused, looking at her with something very like surprise even though his expression was perfectly controlled. "He's being held, Miss, but I assure you at this point it's for his own good and the good of the people trying to help him."

"His own good?" she echoed, feeling helpless.

"He's not in control of himself or his transformations. Believe me, Dexter will do everything he can to-"

_"Sgt. Morton,"_ called a childish voice over his radio, _"Computress reports a Code Eleven at elevator C-4, third floor."_

He sighed, closing his eyes briefly. It was evident his day was not shaping up well. "Is it who I think it is?"

_"Yes, sir."_

A low growl rose from his throat as he fought the desire to explode. "Secure the 'C' elevator bank. I'm on my way." He looked at Gwen. "This way, Miss."

Gwen looked at him with confusion. "Don't you have . . . ?"

His expression didn't change, but his tone was one of utter disgust. "It's Kevin, Miss Tennyson, doing exactly what I told him not to do."

"That would be Kevin," she had to admit as she followed him. He led her through a series of glass corridors overlooking the DexLabs campus. It all had the feel of a spaceship, so sleek and shiny was every surface. Finally they entered a closer, colorful, and more intimate area where visitors to the facility were housed. Motioning Gwen to stay back, Morton went right to one of the elevators and used a card key to open the locked doors. A rather sheepish Kevin Levin was revealed.

"Badge," ordered Morton, holding out his hand.

With a grumble the dark-haired Osmosian handed over his guest badge.

"No," Morton said, brushing it aside, "the one you stole from housekeeping."

Digging in the pocket of his jeans, Kevin surrendered a second badge. "Just trying to check up on Ben."

"Uh-huh. I told you you couldn't get to the lab without permission and an escort."

"Doesn't hurt to try."

"On the contrary. In this place, it can hurt - a lot. Don't try it again. You have company."

Kevin blinked. "Oh?"

She rushed forward. "Kevin!"

"Gwen!"

When their hug went on for too long, Morton said, "I'll meet you back here in twenty minutes. We have a meeting at 1400 with Dexter. Don't leave the area."

Clutching Gwen close, Kevin nodded.

"Are you okay?" she asked. "What happened? Where is Ben? The sergeant said he's - he's being held?"

He grimaced, running a hand through his hair. With a quick glance to make sure Morton had left, he said, "Yeah. One of those Null-Voids exploded and caught Ben as he was powering down the Omnitrix. He keeps transforming, only it's real slow and . . . it's hard to see." The confession did not come easily.

"How did you get here? How did you get Ben here if he's unstable?"

"The KND sent out a C.O.M.M.B.U.R.S.T. DexLabs was the closest station to receive it. They sent a ship to pick us up."

"DexLabs?"

"All right. Dexter sent the ship. It was one of his experimental aeroships."

"So where is Ben now?"

"He's locked up in Dexter's lab. It's pretty far underground from what I could tell. That's where I was trying to go when Morton got here. Security around that kid is pretty tight."

"Did you call the Plumbers? Do they know what happened?"

"Uh, no and no. According to Dexter, Ben doesn't trust the Plumbers."

"That's ridiculous!"

The Osmosian looked uneasy. "He had some pretty conclusive evidence. I couldn't argue."

_"We're_ Plumbers!"

"And he made sure you got called."

That gave Gwen pause.

"Dex said he wouldn't allow Plumbers here unless they could help," Kevin continued.

"He thinks _we_ can help?" Gwen wasn't entirely convinced or pleased at the exclusion of the whole interstellar police organization, but Kevin nodded. "What makes him think he can do more than the Plumbers?"

"Listen, I don't like the little creep, but he's no slouch. That lab of his is light years beyond anything I've seen on this planet. Gwen, he's _holding _Ben. Holding him and all those alien forms in a plasma cage without hurting him." He put his hands on her shoulders. "You get that? He knows enough about the Omnitrix to do that." Shaking his head in quiet amazement, he added, "I don't know of too many people that would be able to do that, especially given earth's technology level. That says a lot."

"I'm not sure if it says something good or bad, but . . . let's just worry about getting Ben back."

He wrapped his arms around her again, holding her tight. "I hear ya."

**OoOoOoOoOoOoO**

"Dexter?"

There was an unhappy growl from beneath the blankets as Utonium sat down on the bed. Atop the mound that was Dexter, his cat Einstein roused and began to stretch luxuriously, butting his head into the Professor's hand to be petted. The scientist hesitated only slightly before indulging the feline.

"Gwen Tennyson is here. We're holding a meeting at two."

Dexter rolled over, flipping the covers down off his face. "What time is it?" he asked hoarsely, blinking at his father.

"Almost half past one. Coffee is on."

"Any update on Ben?"

"Roy was right. The intervals between changes are getting shorter, but the transformations are taking longer."

"So he's in _more _pain. Wonderful. Has he slept? Has he turned human?"

"I'm sorry to say no."

"I can't think of a word for how exhausted he must be. Are the girls home?"

"They're finishing up school right now. They won't go far from Downtown with Ben in this shape."

"Good. We might just need them if anything unexpected happens." A sigh escaped the boy. "I'm not very eager to meet Gwen."

"I know, but she's known Ben all their lives."

Einstein arched his back, purring and preening before settling on the boy's chest and demanding attention from his owner. Dexter gently scratched behind the cat's ears, focusing on the task for a moment before venturing further.

"Dad?"

"Yes?"

"Do you think Gwen has any idea that I . . ."

"Know exactly what she thinks of you?" he provided. Dexter nodded. "Probably not. I don't think Ben's seen very much of her or Kevin lately." Since Dexter would not be able to read his expression without his glasses, Utonium skipped the pointed look and said, "What Gwen thinks of you or me or the color scheme in the building doesn't matter. We need her help. Besides, she formed an opinion without having any basis besides hearsay and that's a poor foundation for accurate conclusions. But don't let that get in the way or taint the way you treat her. Work the problem. Now come on. Up and at 'em."

**OoOoOoOoOoOoO**

She could hear voices through the open doors before she entered the room and she steeled herself to meet Dexter, Boy Genius. She wasn't exactly sure why she felt apprehensive. They were on the same side, after all. Ben had spoken so much about Dexter since last summer that Gwen had long since tuned her cousin out every time he started on about his friend. He had not appreciated her opinion of Dexter, either . . .

Morton gestured them into the room and waited for them to pass before following them in and closing the door. The only light in the room streamed in from the bright afternoon sun; one whole wall of the room was glass and overlooked the plaza in front of the building. It had the effect of making her squint and casting the three figures in the room into silhouette. They stood by the windows, talking. Two were tall and one seemed to have horns sprouting out of his head, and the last figure was so very short in comparison that she knew it had to be Dexter.

"Sir," said Morton, alerting the trio of their arrival. They turned, and Gwen couldn't help but question if Dexter had deliberately engineered putting her and Kevin at a disadvantage this way - they could be seen but could not see.

Kevin leaned toward her ear and whispered, "Guy with the horns is a demon. Probably a fire demon. Very protective."

She nodded. She had little experience dealing with terrestial monsters since most of the threats they had faced were alien in origin. Demons, she knew, had many sub-species and orders, some with more power and abilities than others. They rarely associated with humans though, and she wondered at his presence. There was little time for considering such things as Dexter walked around the large table in the center of the room and approached them with long, slow strides. He stopped in front of Gwen and looked up at her, light glinting off his glasses and preventing her from seeing his eyes at first. She took in his appearance - hair as red as her own, pale skin, sharp features and body language that bespoke someone that was used to being in control of himself and his situation. His hands were clasped behind his back and his stood ramrod straight. When he spoke his voice was heavily accented and had a distinct, childish pitch to it.

"Miss Tennyson. It's a pleasure to finally meet you, though I wish the circumstances were not so dire. I'm Dexter. Welcome to DexLabs."

Remembering her earlier conversation with Kevin, Gwen replied, "I'm glad you called. How can I help?"

He shifted and she saw his eyes were wide and blue behind his tinted glasses. For a moment he regarded her with intensity that almost bordered on rudeness, and then he said,

"We need to establish exactly what happened to cause this situation and how to go about correcting it before Ben collapses utterly."

"I want to see him," Gwen insisted.

"When we're done here," Dexter said with unyielding finality. He gestured toward the table with one purple-gloved hand. "Please sit and we'll begin."

As he walked away she glanced at Kevin to see if he was as taken aback as she. At the very least she had expected a chance to see her cousin. Kevin gave her a look as if asking for her patience. Leaning close again, he whispered,

"Also, he's a total brat."

But Dexter was the one holding all the cards and her cousin. Seeing little choice at the moment, Gwen sat, willing to swallow her pride and do whatever it took to help Ben.


	9. Men, Guns, and Ammunition

**Chapter Eight: Men, Guns, and Ammunition**

"Allow me to introduce the President of DexCorp International, Professor Patrick Utonium, and the head of Research and Development for DexCorp, Mr. Kilroy Green. Gentlemen, Miss Gwen Tennyson. Mr. Levin you've met." Dexter focused on the newcomers. "I understand you're both acquainted with Sgt. Morton." He made no mention of Kevin's theft of the card key, being willing to accept the excuse that the older teen was trying to check on Ben, but neither would he forget such wanton misconduct.

"How is Ben being held?" asked Gwen.

Dexter allowed the interruption, knowing he was going to be asking a lot of her over the course of the upcoming interview. He knew perfectly well Gwen did not approve of him, but he had more faith in her being able to overcome any petty differences she harbored than Kevin. It seemed Kevin's cooperation was conditional, whereas he hoped Gwen would put her cousin first. For Ben's sake, he was willing to put up with just about anything they might want to dish out at him even though he was straining to get to the heart of the matter as quickly as possible.

"He's presently being held in a plasma chamber in my underground laboratory. He is being monitored by my computer, Computress, and Dr. Helmuth Weiss, Chief Engineer of DexLabs. There is also a security team in the lab with them. I assure you every measure is being taken to keep Ben safe and secure."

"What have you learned?"

"Very little about the actual damage to the Omnitrix. Most of what we've learned is about the situation surrounding the self-destruct of the Null-Void that caused this."

"Is that important?" she pressed.

"Extremely. Now if you'll allow me, Miss Tennyson, we have a number of questions to ask you both. Any information you can give will be of use – impressions, partial answers, things Ben has mentioned, anything, no matter how small. "

"We'll do our best."

"Thank you." He lifted a pad of handwritten questions he and the other scientists involved had come up with from the stack of paperwork he'd brought along with him. He hoped Ben's friends were patient – there were quite a few questions. "To start, has the Omnitrix ever malfunctioned in this manner before?"

"Not like this, but it's had plenty of issues in the past."

"I think it was the user," Kevin said.

Dexter pursed his lips a moment, taking a deep breath as he tried to ignore the unnecessary dig at his friend.

Gwen nodded and added a bit more diplomatically, "It didn't come with instructions. There was a lot of trial and error when Ben first got it."

"Huh. Like I said. More error than trial," muttered Kevin.

Asked Utonium, "Such as?" and Dexter felt a rush of satisfaction as his father put Kevin on the spot.

For well over an hour they talked, gathering information as they forced both teens to wrack their memories for details of events that had happened years ago or in the midst of battle. It was exhaustive work, and it was evident early on that Kevin was not always comfortable answering in as much detail as they asked of him. His answers grew shorter and sharper as they drew closer to the present incident. Gwen did her best because she knew what was at stake, but against three of the smartest scientists on the planet she was out of her league and even she seemed a bit disconcerted by their intensity.

At a look from Utonium, Dexter called for a break. As Gwen and Kevin moved about to stretch, Dexter flipped through his pages of notes, not looking up as he tried to master his own emotions. Kevin's constant criticism, thinly veiled under backhanded compliments and sarcasm, was disturbing to him in the extreme. He was willing to take their abuse to get what he wanted, but it was increasingly difficult for him to sit and listen to Ben being derided, especially when he neither deserved it, nor could he defend himself. Perhaps that was simply his way, perhaps Ben's stories and irritations had tainted his outlook, but Dexter sensed that there was more to Kevin's terse aggressiveness than impatience with a boring line of questioning. He was anxious about something other than Ben and he was trying to get a rise out of Dexter. Was it a defensive move, a distraction? Was he conscious of it? What was he hiding?

The subdued hostility was not lost on his father or teacher, and over the boy's head they exchanged a meaningful look. Kilroy Green rose, offering, "I'll go give Helmuth a call."

"Dexter?" Utonium asked softly.

Just as softly, Dexter said, "Yes, Dad?"

"I know it's hard. We see what Kevin's doing."

Dexter took a deep breath and slowly released it before trusting himself to speak. "I understand Ben's frustration."

"Remember they're frightened, too. This just may be his way of dealing with the fear."

"If it is, then Kevin's been afraid since February."

Mr. Green rejoined them. "Dr. Weiss thinks Ben might have gotten some rest, maybe even some sleep. Not much, but he said Spidermonkey just kept still with his eyes closed the whole time he held that form."

"What is he now?" Dexter asked.

"Goop. He tried melting through the floor so Computress is holding him in a plasma bubble."

Dexter sighed and rubbed his head, trying to avoid a headache, and he smiled faintly as Utonium put a comforting hand on his shoulder. "It's as if his intelligence is being dominated by the instincts of the aliens. Considering what he's really capable of doing, I suppose that's a good thing. So far, anyway." He dropped his hand. "Let's get through the next stage and then we can get on with analyzing what we have here." He stood, gesturing at the seats on the opposite side of the table. "Please. Let us continue. Mr. Green?"

The demon pressed a few buttons worked into the surface of the table and a holographic image of a weapon appeared in the air between the two parties. Dexter immediately began to explain.

"This is a diagram of a Null-Void Mark V Two-and-Forty 'Hair Trigger' pistol without combat modifications. Among its safety features it include a trigger safety, a sealed housing unit around the micro neo-neuroatomic protocore power cell and plasma chamber, and a built-in self destruct to prevent the weapon from falling into enemy hands in case of sabotage, irreparable damage, or capture."

"What's the range?"

"Unimportant."

"What powers the core?" Kevin asked in a casual tone.

"A trade secret," Dexter replied without skipping a beat. "When detonated, either automatically or remotely, this particular model releases a four-second burst of focused energy sufficient to fuse the interior of the weapon and reduce the gun to slag."

"What's the source of energy?"

Dexter focused on the sometimes arms dealer. "The micro neo-neuroatomic protocore." He knew exactly what Kevin was after, and there was no way under the sun he was going to reveal the least bit of information about his prize invention. Refusing to be goaded, he continued. "The detonation, or melt-down to use the popular terminology, is self-contained, utilizes low-level radiation, and covers a radius of approximately five feet-"

"Approximately?"

"Among other factors, elevation and humidity affect the radius. The Twisted Forest is one hundred and fifty-six feet above sea level so the impact of elevation would be minimal and if you continue to interrupt me, Mr. Levin, we will get nowhere."

Kevin was about to speak again when he let out a bark of "Ow!" as Gwen smacked him under the table. Dexter waited, forcing himself to keep his expression bland.

"Everyone who is issued a Null-Void is required to undergo an intensive safety course with regular refreshers and updates so that they understand the danger and function of the gun's self-destruct mechanism. Here on earth the guns are registered to a specific individual and accounted for on a regular basis. Anyone who does not abide by the rules set forth by DexLabs must forfeit the weapon. To date, no one has abused this privilege." He took a deep breath and plunged into the problem behind the problem. "At exactly 2204 hours last night the Two-and-Forty 'Hair Trigger' pistol belonging to ECF infantryman Crystal Flameglow detonated, catching Ben in the explosion radius and locking the Omnitrix in transformation mode."

Kevin leaned on the table separating him and Gwen from Dexter and his fellows and gestured in frustration. "Yeah, yeah, we know. I was there. Why are we rehashing this?"

Calm in the face of the young man's fire, Dexter replied, "I need to know exactly what caused the weapon to self-destruct."

Kevin was taken aback. "It blew up. Melted down. Whatever. Who cares _why?_ What are we going to do to fix Ben?"

"I care," Dexter shot right back. "I have more than Benjamin to think of, Mr. Levin. There are almost three thousand of the same weapons presently in use by members of the ECF and KND, plus an additional eleven thousand off world. If they are experiencing a dangerous malfunction then it's imperative I find the reason to prevent any additional injuries."

"I thought they were supposed to blow up!"

"Yes, they are, but only under certain circumstances. This situation is questionable, however."

"Why?"

"The Mark V takes exactly twenty-four minutes, sixteen seconds to build up the necessary charge to fuse the gun's workings. The gun detonated two minutes after your second skirmish with the Frightening Bugs and the Creeper Vines. The skirmish lasted a little over nineteen minutes. Therefore the gun was either compromised three minutes prior to the start of the fight or it was damaged at the onset of the fight and the self-destruct mechanism is faulty."

Slowly Kevin Levin sank back into his chair. "So . . . what do you think?"

"I've been developing the Null-Void since I was five years old. I _know_ what I think. Do you know where the gun came from?"

The young man smirked as he said, "DexLabs."

"Kevin . . ." growled Gwen, giving him a warning look.

"I'll rephrase the question," Dexter said, his voice under tight rein. "How did that gun happen to appear in your camp prior to the battle and how did it sustain sufficient damage to self-destruct?"

"Are you accusing me of something?" demanded Levin darkly.

"I'm asking you a question. You did say earlier that you would talk."

He went on the defensive. "I'm not one of the field commanders! It's not my job to keep track of everyone's pop gun. I was only there because I was bored!"

Gwen turned to him with wide eyes. "I thought you said you went because Ben wasn't feeling well."

"And I was bored!" he insisted.

"Ben hasn't been feeling well?" Utonium interrupted, knowing by the way his son's spine stiffened that this was the first Dexter had heard of it.

"Headaches," Gwen explained. She gave Kevin a hard look. "_Tension_ headaches."

"Indeed. Thank you." Dexter took his seat and looked to his physics tutor. "Mr. Green?"

Tall and elegant despite his frightening appearance, the demon rose. "The gun in question had been accounted for when Crystal Flameglow was wounded in the initial skirmish, however it did _not_ arrive with her when she was medevaced out of the Twisted Forest. As per DexLabs SOP, the ruined gun was retrieved by the crew of the _Atvatabar_ and brought to Dr. Weiss' lab for analysis. The melt down of the gun was consistent with the standard self-destruct process that occurs when the weapon housing is compromised with one exception: the cover over the plasma chamber housing had been removed."

"How could you tell that if the gun had been destroyed?" wondered Gwen, who knew nothing of the technology they were discussing.

Mr. Green retrieved a plastic specimen box from the chair next to him. Opening it, he pulled out a blackened, twisted mass of plastic and metal that he set on the shiny table. It was barely recognizable as a weapon. "This is the Null-Void in question. This," and he set a molded piece of cadet blue carbon fiber beside it, "is the cover for the plasma chamber. It was found in the immediate area of the weapon. If you'll notice, there are scratches on it as if it had been pried open with something pointed. Removal of this piece is the most likely cause of the gun's melt down."

Said Dexter, "A point that is heavily stressed in the safety training, is that Null-Voids cannot be opened or tampered with for this reason."

"So . . . the gun blowing up was intentional? Do you think someone tried to hurt Ben?" gasped Gwen.

Dexter folded his hands on the table, watching carefully as he said, "If it was an attempt on Ben, Miss Tennyson, it was very clumsy and highly dependent upon chance. No. I sincerely doubt this was anything other than deliberate defiance."

She was confused and it showed. Gwen raised her eyes to Kevin, searching for reassurance, but her boyfriend sat with his jaw tightly clenched and his eyes locked on the young genius sitting opposite him.

"What were you doing before the Frightening Bugs returned?"

"What do you think?"

Coolly Dexter said, "I wasn't there."

"Oh, yeah, you're not actually _fighting_ in this war," Kevin snapped.

Dexter ignored the jab. Tilting his head curiously, he said, "Each to his abilities, Mr. Levin."

"Kevin," Gwen said softly, wondering at his defensiveness. He usually got this way only when cornered.

"Fine," growled the Osmosian, letting her persuade him. "I was talking to Ben."

Dexter arched an eyebrow, plainly doubting this statement. Kevin glowered.

"And if you really must know, we were talking about _you_," finished Kevin.

The redhead waited, his expression unchanged. Kevin had dug his heels in, but he was about to get a lesson in stubbornness from a master.

"Dexter," Professor Utonium warned quietly, knowing what was coming.

He made a small, sharp gesture with one purple-gloved hand, never looking away from is quarry. He wasn't through yet and he still had more ammunition. "What material did you absorb during the fight, Mr. Levin?"

Kevin looked at Dexter with absolute hate. Standing up, Dexter pulled a folder from the stack of paperwork he'd brought and dropped it down onto the table between them. A few papers slid from beneath the cover - the field reports from the battles in the Twisted Forest.

"Shall I tell you? These field reports from the KND and ECF leaders are in agreement. You absorbed carbon fiber. They heard you say as much." He pulled out another folder. "Here's an inventory of the equipment issued to that troop this past Monday evening by the Sector V KND command. The only items containing carbon fiber listen on the inventory are the Null-Void weapons issued to the troop and _every one of them _was accounted for during the course of the battle _except_ the one that exploded. Ben rarely carries a Null-Void. He doesn't need one and he did not have his with him yesterday. So I ask you again, Mr. Levin, how did that gun appear in your camp prior to the battle? Why did it self-destruct?"

"Wait a minute." Gwen frowned, realizing Dexter was as good as accusing Kevin of . . . of . . .

"Kevin?"

"What?" he barked. "Gwen, you really-! You think I - I don't believe this!" Kevin slapped his hand onto the polished metal table, his Osmosian heritage allowing him to absorb the color and toughness of the steel surface. He surged forward, his fist cocked. "You stinking little-"

There was a flash of color and motion beside Dexter and suddenly Kilroy Green leaped to his student's defense. Gone was every visage of civilization - the creature that landed on the table between the two teenagers was more beast than demon, a savage predator from outside the laws of nature with claws and horns and sharp teeth ready to defend his own against any threat. Flames and smoke rose up as he crouched low on all fours, like a wolf poised to attack. Every line of his face and body was altered, replacing the quiet and gentle teacher with a growling, hissing monster as the only son of Cuan the Firedog of Kilkenny let loose his Irish temper.

Behind him, Dexter gasped, astonished at the unexpected change in his favorite tutor. Nothing he knew of Kilroy Van Green could ever have prepared him for something like this. He made no protest as his father pulled him away from the table. Utonium backed into the wall, setting Dexter behind him. Morton rushed to his boss' side.

"Sergeant, help him," ordered Dexter, afraid for Green.

Morton gave them a rare smile, his opinion of Kilroy Green rising sharply. "I don't think he needs it, sir, but I'll do what I can."

"Did you know this could happen?" Dexter asked in a squeak, gripping the Professor's lab coat in both hands as he peered around his father to see the living nightmare that was his tutor.

There was unmistakable satisfaction in Patrick Utonium's voice as he smiled and said, "Yup."

The redhead gaped up at him, rendered speechless for one of the few times in his life.

**OoOoOoOoOoOoO**

_"Don't,"_ hissed Mr. Green in a deep, gravelly voice. Dark smoke billowed out around him and his eye glowed red, making him look like a Fusion. The air grew hot and dry, stirring Kilroy's long white hair and cape. Kevin drew back, as startled as anyone in the room by this shocking transformation, but he recovered swiftly.

Gwen moved forward, her hands bright pink with manna as she stood ready to protect her boyfriend. "Don't try anything! I don't want to hurt you!"

A feral sneer was the demon's answer, and he let out a sharp laugh at the warning, amused by the children. Kevin shifted slightly, evoking a swift reaction from Green as he moved to match the Osmosian. Gwen let out a shout, casting a sphere of manna around the demon. In a burst of flame Kilroy vanished, only to reappear directly behind the two Plumbers. Kevin whirled, his arm already moving only to have the blow slapped aside by the demon's open hand. Kevin staggered at the shift in momentum.

_"Don't ever mess with my student," _warned Green, glaring at them both like some gargoyle come to life.

It was Morton who restored peace and order as he hurried around the table to join the fray. "Stand down," he ordered sternly, not specifying whom he was addressing. "We're on the same side here, remember? Commander Tennyson needs our cooperation. We're not helping him by being at one another's throats. Miss Tennyson, Mr. Levin, unless you can outrun a laser, turn it off now. Mr. Green." He shook his head, at a loss to figure out Kilroy, whom he considered freakish at the best of times. "Not indoors," he finally finished.

Utonium released Dexter as tempers cooled and he ushered the boy back to the table. The metallic energy drained from Kevin's body, the manna faded from Gwen's hands, and by the time he resumed his seat Kilroy Green was his usual, smiling, charming self. He offered no excuse or apology and none was asked of him. Dexter, who adored his tutor and respected his head of Research and Development, gave the demon a quick look of newfound awe, wholly impressed.

There was a long pause as the two parties regarded each other across the expanse of the table and tried to bury their hostilities. The field reports and inventory - now slightly singed - had been scattered about by Mr. Green's rush to defense. No one moved to collect the papers. Kevin stared at the nearest report, able to pick out his name and Ben's repeated half a dozen times. He looked up at Dexter, so self-assured and calm. He hated that this kid was Ben's best, maybe his only hope and he regretted the outburst and the way it made him look.

Then again he felt guilty, so he may as well look the part.

Dexter still stood by the table, arms folded across his narrow chest. If the little clash had ruffled his feathers he gave no sign, and somewhere in Kevin's memory he recalled Ben telling him that Dexter's calmness was positively unnerving. Then again, considering the fact that the brat was a business tycoon and helping to conduct a war, maybe Ben's assessment was a bit off base.

"Mr. Levin," said that annoying voice. Kevin was beginning to understand Ben's constant amusement at Dexter's accent. "For the sake of the people who have been issued the same model Null-Void - _did the gun malfunction?"_

The silence was crushing. Beneath the table, Gwen's slim, delicate hand sought his. There was no other option than the truth. One simple word. Why was it so hard to say? Because it would be admitting he was in the wrong? Or because it would be admitting that Dexter was right?

Across the table, hard blue eyes were locked on his, waiting. Dexter could wait all day.

But Ben couldn't.

Gwen's fingers closed tight on his own. Never looking away, he took a deep breath and said,

"No."


	10. So Many Things

**Chapter Nine: So Many Things**

A/N My thanks to Cybra for her assistance with this chapter!

**OoOoOoOoOoO**

_"No."_

There were a hundred things he could have said or done at that moment. He could have driven his point home or demanded an explanation or reduced Kevin even further in the eyes of everyone present. So many ways he could have proven his argument, but not a one of them would help the situation or Ben. For his own sake Dexter was glad the outburst had happened. It wasn't so much that he needed to be right (which he'd known all along he was) but he wanted justice for Ben. He wanted these Plumbers who disliked him so much to see how far he was willing to go to stand up for his friend. Kevin had caused this, and with his guilt known Dexter could only hope the Osmosian would be more inclined to give them the cooperation they needed. Now that he did not have to worry about his product in the field being faulty, he could get back to the task at hand.

So many things he could have said . . . and chose not to. Instead he simply said,

"Thank you, Mr. Levin."

He sat down and pulled out his notepad again, knowing his reaction threw off Kevin and Gwen. The silence that followed was every bit as heavy and charged as when they had been waiting for Kevin's answer. He knew they were wondering – what next? Levin was watching him warily, waiting for the other shoe to drop it seemed. It occurred to Dexter that saying nothing more would be so much worse than berating the young man. Dexter had made his point and Kevin knew it.

He shuffled through a few pages of notes, the sound of crackling paper seeming unnaturally loud. He broke the tension by returning to business. "Based upon the statements you've both given, it appears that the Omnitrix will reset itself when -"

"Excuse me," Gwen interrupted, rising from her seat. "I'd like to speak to Kevin in private for a moment."

Dexter looked up from the page, not exactly surprised by the request. Gwen seemed shaken and he noticed the effort it took for her to keep her voice steady. "Of course. Sgt. Morton, there's the meeting room across the hall."

Morton nodded, moving to escort the young couple out. Mr. Green waited for the doors to close before he stood to collect the melted gun and scattered reports. Quietly he observed, "He's toast."

"Yee-up," agreed Utonium, not in the least distressed by this fact.

**OoOoOoOoOoOoO**

The door closed behind them soundlessly, leaving them alone in a smaller version of the room they had just left. She found herself folding her arms and she knew it was a defensive move, but right now . . .

"Kevin-"

"I know what you're gonna say," he interjected, leaning against the table.

"Really?" she exclaimed. "Because I don't! I don't even know where to start!"

"I didn't . . . I didn't mean for Ben to get hurt, Gwen! I wouldn't do that to him!"

She pressed the bridge of her nose with one hand, trying to will away a headache. "Kevin . . ."

He raised his voice, giving vent to his frustration. "Do you really think I'd want to do that? What, you think this is revenge or something? I had no idea he'd get caught in that explosion and I sure as heck didn't know the Omnitrix would go on the fritz like this!"

"But you did this!"

"Yes!" Deflated, he muttered, "I tried to get him away from it. I was too far away to save him." He shielded his eyes, leaning into his hand as he tried not to let his guilt overwhelm him.

"Why did you open the gun? Even I know Null-Voids aren't supposed to be taken apart and I've never even held one."

"Yeah, that's what Ben said. I wanted to see how it worked." He looked up at her. "C'mon, Gwen, that's some Level Seven tech that quiz-kid over there created out of the clear blue. I wanted to see what the Plumbers are so fired up over."

"They're fired up over something that can stop Fusions. Isn't that enough?"

But she knew it wasn't. Not for him. He was driven by a need to know and understand and to tell him _no_ was almost the same as issuing an invitation. Kevin was used to taking, but he wasn't used to being outmaneuvered or being made to pay a price for what he'd taken.

"Did you know it would self-destruct?"

"I . . . heard something to that effect. I thought I could stop the explosion. Probably could have, too, if the Frightening Bugs hadn't attacked."

Horrified and hurt, Gwen Tennyson stared at him, her eyes filled with pain. Kevin slumped, knowing he was the source of that pain.

"I'm sorry," he mumbled. "I didn't – wouldn't want Ben to get hurt."

She took the chair closest to him and rested her arms on the table, wearied by the intensity of the day. She wanted to say she knew this wasn't deliberate, but she knew how mulish Kevin could be. "Why didn't you listen to Ben?"

Kevin sighed and sank onto the seat beside her. It was a few moments before he said, "I gave up listening to him a long time ago."

"I made the same mistake," Gwen admitted, realizing the extent of the truth.

"I just got so sick of hearing about Dexter. He was like a kid with a new toy."

"He used to talk about you all the time. I liked to hear it." She paused, thinking back. "Somehow . . . I didn't like to hear about Dexter, either. I couldn't see what they had in common."

"I think it's pretty evident. Boy Genius wants the Omnitrix."

"Maybe. Probably. But . . . you and Ben don't have much in common and you're still friends." She looked at her hands, suddenly ashamed of this girl Gwendolyn Tennyson. "I shut him down, too."

"He stopped talking to me. I mean about stuff, not the war."

Gwen nodded, knowing exactly what he meant. There was no denying that Ben was a talker and could rattle on endlessly about everything from the latest episode of Sumo Slammers to emotions and connecting with people to soccer to every last move he made in his latest battle against the Fusions. She hadn't really considered how important communication was to him and how not being able to talk to her or Kevin any more must have affected him. "Same here. I started it, though. I thought I could put him on his guard against Dexter."

"Did it backfire?"

She nodded ruefully. "Even more than I thought at the time. He seemed to think I was making him choose. I think he was right. I was only reacting to what I saw and what I thought was best, not what he knew."

He ran his hands though his black hair, sucking in a deep breath before slowly releasing it. "So we're both idiots in this."

She didn't argue. He was right.

"I thought . . . I thought by peeling him away from the dweeb in glasses, I could protect him."

The irony of hearing Ben's old nickname for her used on Dexter was not lost on Gwen.

"Protect him?"

"Yeah," Kevin said in a low voice, not looking at her.

"What from?"

"Me. Or another me."

"What do you mean?" She didn't want to wound him further - he'd already hurt himself badly - but she needed to understand.

"I know how much I hurt your cousin, Gwen. He gave me a clear shot at friendship and I stabbed him in the back. Twice. _Twice_. I blamed him for all the bad stuff that happened to me even though I knew deep down it was my own fault. And now he's got his new toy and I can't help but think that the new toy has got _him_. I mean, look at that kid! The guns, the ships, that trip for Ben's birthday last December, this whole place - I couldn't afford this room and he owns more property than anyone in Downtown. Why is _he_ hanging out with _Ben?_ You know what I mean!"

She nodded. Eloquence might be lacking but Kevin's point was evident.

"What if . . . what if Dexter _is_ just using him and Ben doesn't see it? I don't want to see that look in his eyes again." He swallowed. "Ben's an idiot sometimes, but . . . he's trusting and I don't want him to be like me, all bitter and suspicious. He wouldn't be Ben, then."

For a long while she was quiet, considering his words, his emotions, what it cost for Kevin Levin to admit all these things aloud.

"He is trusting," she agreed. "But I think somewhere along the line _we_ stopped trusting _him_."

Kevin looked up at her sharply. Gwen met his eye calmly.

"Ben made choices we didn't like and we took it out on him. He's more involved with the invasion than we are. Maybe the Plumbers are excluding him on purpose, so he'd focus on this war."

"No," Kevin replied, absolutely certain of his facts. "They're afraid of him."

"Then they're going about him all wrong. Just like we were. I guess I was so used to us doing everything together and . . . and now we're not. Not so much. Dexter's not the enemy - we just don't like him."

"Or trust him," he added under his breath.

"Even so. He's willing to help Ben. Let's start with that."

"So long as he doesn't help himself _to_ Ben or the Omnitrix."

She reached out and put her hand on his arm, feeling the tension just beneath the surface. "Kevin, let Ben decide what he's going to do about that, okay? He knows Dexter a lot better than we do. We have to have faith and we have to make sure we don't make the same mistake twice."

"Yeah. I'm the expert on that."

"Ben saw something in you that made him want to keep trying. He didn't give up, so don't you."

"I'm not real good at this friendship stuff."

"Yes you are. You're just not giving yourself a chance."

He sighed. "Gwen?"

"Yes?"

"I really, honestly didn't mean to hurt him." He shook his head, absolutely miserable and with his feelings laid bare. He covered her hand with his own. "I know I did. It's been more than just this. Just . . . stupid stuff I shouldn't have said. Ben can be an annoying jerk, but you guys are some of the best things that have ever happened to me."

Such outpouring of sentiment did not come easily for him. Gwen smiled, appreciating what it took for Kevin to confess so much. "I know. We both have a lot to make up for. But first we need to get Ben back to himself."

He gave her a wry look, pushing his chair away from the table. "Back to the eggheads, then."

"Try not to get Mr. Green mad again, please. I don't think he's the sort to hold back for long and I don't really want to see what he can do."

"Yee-ah," he said softly, suspecting she was quite right.

**OoOoOoOoOoO**

There was a noticeable shift in the attitudes of both Kevin and Gwen when they returned - it seemed they at least had come to terms with Kevin's conduct. He was glad to see it, but the extra time had been costly. Before they could resume their seats Dexter stood.

"I contacted Dr. Weiss while you were speaking. I think it expedient we continue this conversation en route to my laboratory."

"Did something happen?" asked Gwen, her eyes growing wide with concern.

"Not per se," Dexter said, picking up his pad. His father immediately plucked it out of his hand and he let it go without argument. Utonium wanted to compare notes. "Ben is exhausted. I know you wish to see him, Miss Tennyson, so we can talk as we go."

Hands clasped behind his back, he led the way out the doors and back to the elevators, not looking to see if they followed or not and allowing no arguments. Morton hurried to catch up with his boss. Kevin and Gwen scrambled after them, both anxious to check on Ben. The scientists joined them at the elevator just in time to pile in behind the teenagers.

"So what were you saying before about the Omnitrix?" asked Kevin. The change in his tone of voice was evident.

"Computress, the laboratory," Dexter ordered, and immediately the elevator dropped. To Kevin he said, "Based upon your statements and descriptions of past occurrences where the Omnitrix has shown evidence of malfunctioning, it seems to have the capacity to reset itself once the initial issue is reversed."

They took a moment to digest this statement. The two Plumbers looked at one another and shared a gesture midway between a shrug and a nod of agreement. What he said made sense. Hesitantly Gwen asked, "So you think we can reset it?"

Dexter cocked his head thoughtfully. "Or it will reset itself. The question now is was the Omnitrix being locked in transformation mode a result of the radiation exposure or the explosion?"

"Any clues?" Kevin asked.

He was not going to commit to anything at present. "As I said earlier, the radiation is low-level and highly contained. On Mr. Green's recommendation I had Dr. Weiss decontaminate Ben."

"How'd he get the unit into the cage?" asked Utonium, genuinely curious as he looked up from Dexter's notes.

"While Ben was transforming. Luckily they were able to run through a full cycle before Humongousaur destroyed the unit."

"So it wasn't the radiation," concluded Kevin dryly.

"Presumably. Hold on."

He was glad to see Kevin listened, reaching for the wall and Gwen to support her as the elevator abruptly moved sideways. Gwen staggered a bit but remained upright, letting out a little sound of surprise.

"You did better than I did," muttered Kevin.

"If the Omnitrix is damaged, how can we fix it?" asked Gwen.

He looked up into those green eyes that were so like Ben's. "A very good question, Miss Tennyson. I'm less concerned with the Omnitrix than I am with Ben. He's been awake for more than thirty-four hours and in extreme pain for more than half of that time. As of yet, he has not resumed human form, nor has he eaten or taken any liquids. He's reaching his limit. There's only so long a person can go without sleep and relief. I'm . . . afraid for him. What this might do to him."

Dexter stared straight ahead, doing his best imitation of a sphinx as the elevator came to a stop. The doors opened to reveal the fantastic laboratory beyond and Dexter paused to consider the facility he had created. Since he was not here working few lights were on, and the shadows were deep and dark. Was this place enough to save his friend? Did he have the resources he needed? Was he clever enough to find a way of stopping the Omnitrix from destroying the young man who wielded it? Did he think himself equal to such a task? A high-pitched cry of rage and suffering reached their ears, echoing through the vast space and shocking him out of his reverie. He took a few steps into the laboratory, prepared to lead the way. Behind him, Gwen softly gasped.

"Ben? Kevin, is that Ben?" she breathed, frightened.

"What do you mean, Dexter?" demanded Kevin sharply, though his surge of anger was directed at the situation, not Dexter. "What can it do to him?"

Dexter paused, not quite looking over his shoulder as the shriek of pain faded to a murmur. Finally even the echoes dies away, swallowed by the darkness.

"It could kill him."


	11. Interlude: Nothing

_**Interlude: Nothing**_

_The nothingness repelled him, confined him. There was nothing to see or feel or touch and yet it held him fast. Beyond the barrier was space to move and darkness where he could hide, but that haven was denied him. Nothing stood between him and darkness._

_His head ached. Every atom of his body ached. No matter his form he was so sick and exhausted from pain that he could barely move. Weakness drained his limbs, dragging him down, muddling his senses. To stay alert took effort, more effort than he wanted to give when in the end he would still be imprisoned. He wrapped his wings tightly around his lean body, uselessly trying to shield himself from the waves of agony that ebbed and flowed and mercilessly forced his body to change. He could not escape even when he tried to phase through dimensions. Would he be trapped forever? How long could forever last?_

_Why? Why this pain? As he dragged himself upright once again he noticed the small, shrouded figure was back. He stared, barely able to focus his vision on the slight splash of white against the shadows. He knew this one was powerful. The Alpha of this cold, dark den. Was it powerful enough to hold him? What did it want? Was this being the source of captivity and pain? He felt it was so, but at the same time he didn't want to. Instinct told him to fear. His flayed emotions told him to trust. Primal impulse made him want to run and hide. Pain made that impossible._

_Other forms, some brighter, some darker, moved behind the Alpha. They stared at him, and the eyes of one glowed with a pink light that seemed familiar. Energy touched him, invaded his mind. Filled him. For a fleeting moment there was clarity. The agony was gone and he saw Gwen and Kevin and oh god help me Dexter please help me stop this fix me help helphelphelp-_

_He screamed as the green light overwhelmed the pink, crushing him, yanking him back to his world of anguish and suffering. Long and loud a keening shriek rose up from his ruined throat. He leaped to the air, throwing himself back against the barrier. Time and again he tried to force his way through, phasing out of this reality in a vain attempt to flee the powers that held him. The Alpha. The barrier. The green light. He was helpless before them, but he could not stop fighting. _

_Finally he was so changed he could neither fly nor become intangible. He dropped to the metal floor, feeling every moment and twinge as cold limbs shortened and became thicker. His body compacted and burned as warmth flooded through him. Blue flesh turned white. Wings vanished. His senses altered. The only things that knew no change were this state of pain and the need to scream out his anger and defiance. __Nothing was holding him here, and yet he was held._


	12. Command Code

**Chapter Ten: Command Code**

"Ben?"

Gwen Tennyson's voice was barely a whisper as the full horror of the situation was revealed. The sight before her was shocking: a wild, crazed version of Big Chill stood panting and twitching in a glowing cage of plasma. A faint greenish aura clung to the Necrofriggian and the Omnitrix medallion on his chest was overly bright, casting a sickly hue over his blue skin. Tension seemed to run through his frame like an electric current and it was evident from his stance and the way he swayed slightly that Dexter was absolutely right – Ben was exhausted.

"Can he talk?" Gwen asked softly, unable to raise her voice or look away from her cousin. She felt a warm hand on her back and was glad that Kevin was so close beside her.

"No." Dexter stood before the cage with his hands clasped tightly behind his back as he gazed up at the restless alien. It stuck Gwen that his bland voice and controlled demeanor were as much an expression of distress as if he had been storming and carrying on in dramatic teenage fashion. "At least he hasn't tried."

"Does he recognize anyone?"

Those blue eyes seemed to look right through her, and she knew Dexter must have asked himself the exact same thing.

"We don't know."

She watched Ben stare at Dexter as if mesmerized. It was a little disturbing in its intensity and she had an odd feeling, almost as if she was spying. Certainly if Ben chose to acknowledge anyone at this point, it would this peculiar little dynamo. What did Ben know? Was he even himself anymore?

Abruptly she said, "I might be able to contact him. Let me try."

Dexter looked at her sharply, his expression stern. He seemed to know something about her Anodite skills and ability to sense and control energy, but Gwen knew that she was on his turf and he was the one to call the shots. "Only if such contact won't interfere with the plasma units. We cannot risk him getting loose in the laboratory, especially in this form. Thus far, Big Chill and Echo Echo have proven to be the most difficult aliens for Computress to contain."

"It won't," she promised, and focusing her energy, reached out to her cousin.

Chaos. Pain. Anger. Confusion. It hit her like a physical blow. Ben's mind was a riot of emotion and sensation, all of it overwhelming. The sheer, relentless torment of being held in a state of almost constant transformation was more than Ben or anyone else could have controlled. It was like being dropped into a blazing fire. There was nowhere to turn, nowhere to run to get away. It was terrifying.

She gathered herself. She was not really here. This pain was not hers. She needed to find Ben. She threw her nets wide, trying to sort through the bedlam to find that spark that was her cousin . . .

There! For just an instant, she felt him. Her presence anchored him and he clung to her like a drowning person clings to a lifeline.

_oh god help me Dexter please help me stop this fix me help helphelphelp-_

The maelstrom swept in, swept him away, leaving her bereft and helpless to do more.

_"Ben!"_

She realized she had shouted his name aloud, reaching for him even though there was nothing before her. Gwen snapped back to herself as Big Chill rose into the air with a savage cry, trying to escape her touch.

"He's transforming!" Kevin exclaimed.

"It's too soon!" cried Mr. Green over the Necrofriggian's raspy shrieks. He joined Dr. Weiss by the controls to the cage. "It shouldn't start for another ten minutes."

"The contact must have triggered the transformation," Dexter said. He hurried over to check the readings on the monitors and looked up with a hard glare. "There was a spike in the Omnitrix's power reading."

Kilroy watched as Big Chill was slowly replaced by Echo Echo. "Let's just hope the intervals stabilize after this."

Gwen tore her eyes away from the torturous sight of the gradual transformation and let Kevin lead her away from the cage. They took shelter a little out of sight of the others behind a shelf full of spare parts for the pylons producing the force fields. She was trembling and pale and would have stumbled but for his careful hold on her arm.

"Are you okay? What happened?"

She shook her head, trying to find the words. "He's . . . I've never felt so much pain. It's everything - all there is in his mind. Nothing but pain. It's more than he can stand." She flinched as another scream echoed off the walls, knowing she had done that to him. "I . . . I contacted him just for a second or two. He's desperate. Dexter's right, Kevin, this is killing him. He can't last much longer. No one could."

"So you understand my concern."

The heavily accented voice held no mockery or reproof. The two Plumbers turned as Dexter stepped out of the shadows to join them. Perhaps it was seeing Dexter in his element, perhaps it was her frayed nerves, but there was something about him and his bearing that stuck Gwen in that moment and made her appreciate Ben's oft-repeated claim that smart was a lot scarier than vicious. It was fortunate that they were on the same side.

"We've got to do something fast," Gwen insisted. "Except for a few moments there, it was like he was insane."

"Indeed we do. The question remains, though, what can we do?"

"I think we need to get the Plumbers involved."

"They already are," Dexter replied, giving her a pointed, penetrating look.

"Plumbers with more knowledge than us," Gwen said, trying to rein in her impatience with his stubbornness. Was he deliberately obtuse or couldn't he see what she meant?

"And who knows Benjamin better than you, his closest cousin and his friend? If you cannot help, what good would field agents do? There is no Plumber technology available equal to this situation." The young scientist paused, a thought striking him. Pressing a purple-gloved hand to his mouth, his eyes distant, he quietly mused, "But then technology is not the answer, it's the problem."

Beside her, Kevin tensed like a hound on the scent of a fox, catching the genius' drift. They stared at the much shorter boy, waiting for him to continue and resisting the urge to reach out and shake him to get a move on.

Still wrapped up in his own thought process, Dexter eventually asked, "Tell me, Miss Tennyson, Mr. Levin, what would happen if the Omnitrix were to be removed from Ben's wrist right now?"

"It would power down. He'd revert to human form," Kevin blurted almost before Dexter was done. "But we can't cut it off him."

Dexter shook his head, too preoccupied to react further to so barbaric a solution against such an elegant piece of machinery. "I know Ben can take the Omnitrix off. He told me he didn't wear it for several years prior to the HighBreed invasion. How did he remove it?" He directed his question at Gwen.

"I don't know how he removed it initially," Gwen said, seizing on this hope. "But . . . he can override it."

"Voice commands," Kevin quickly added before Dexter could demand more explanations. He glanced at Gwen for confirmation. "We've seen him do it."

"What command?" pressed Dexter.

They stared at him, at a loss. Dexter waited expectantly, fully expecting them to rattle off the command code Ben had used. One look at those hardened features and both teen knew that excuses – such as they were in the midst of a storm, far away from Ben, and embroiled in an unaccountably nerve-wracking situation – would be brushed aside.

Suddenly there came the distinct, ear-splitting resonance of multiple Echo Echoes screaming in unison, sending up a wall of sound. Dexter glanced to the side, his concern evident on his face for a moment. It was that look that brought Gwen the realization of exactly how much danger they were in with Ben out of control.

"Computress! Increase power to the plasma shield! Increase output from Reactor IV and shut down production in DexCorp Plants I and III if necessary," ordered Dexter. "Dad, call the floor managers in the plants and tell them to be prepared to initiate emergency shut-down procedures if necessary!"

"Wait," breathed Kevin, his eyes wide. He reached out but Dexter evaded his touch, stepping away and giving Levin a guarded look. Kevin stared at the younger boy and tried to force his mind to furnish the answers they needed. "Wait. Say that again, Dex."

"Dexter," he corrected sharply. "To quote myself, 'Computress. Increase power to the plasma shield. Increase output from Reactor IV and shut down-'"

"Wait. That's it!" Kevin pointed at him in his excitement. "It was something geeky like that that Ben heard in some move or show that he nerds out over!"

Despite the appalling sentence structure, his point was clear. Gwen perked up.

"_Sumo Slammers_? Zombie movies? _Itchy and Scratchy_?"

Kevin's eyebrows rose. "He likes _Itchy and Scratchy_?"

She shrugged. "When we were little."

Dexter's eyes narrowed, ignoring all childishness as he weighed exactly what he had said to give Kevin the nudge needed. With absolute certainty he said, "_Star Trek_."

Kevin nodded. "Sounds nerdy enough. It was a movie. Do they ever override something in the movie?"

"Pfft. Often," said Dexter, off to thinking again.

"Ben doesn't like _Star Trek_!" insisted Gwen.

"I beg to differ, Miss Tennyson. Ben and I have watched the movies and shows on numerous occasions."

"Maybe he picked an easy way for him to remember the code," she allowed, impressed that Ben would hide something so important in plain sight. It seemed she had underestimated her cousin once again.

"Or an easy way for us to figure it out," Dexter answered softly, speaking more to himself. "Just in case, Benjamin."

"Weren't there a lot of zeroes in it?"

Something very much like a sly smile touched Dexter's face and he seemed to recognize what Gwen meant. Instead of speaking, though, he held up his hand and barked, "Computress! Comm cube!" Instantly a glowing 3-D cube appeared, projected in the air over his hand. "Contact Douglas Mordecai."

An image of a nerdy, bespeckled boy with brown hair and freckles appeared in the rotating cube. Kevin and Gwen watched with interest, trying to keep up with a genius as this boy Douglas looked exasperated and took the redhead to task.

_"Dexter! Stop telling Computress to hack my computer!"_

"No," snapped Dexter, his eyes bright with amusement.

_"Hey, we mortals have deadlines with our homework assignments! She better save that essay! Queen a4."_

Dexter paused a moment, not in the least shocked at the abrupt change in direction the conversation took, and then said, "Bishop b3. Checkmate in three moves."

A growl answered. _"Philistine. Next time I'm white."_

"As you like, Douglas."  
_  
"What's up?"_

"Command code to destroy the _USS_ _Enterprise."_

_"Which one?"_

"Original."

_"This part of your war effort?"_

He waited to reply as another wall of sound echoed through the laboratory again. Douglas' brown eyes grew wide behind his glasses and plainly he was impressed at the noise levels. Dexter didn't even flinch this time as he calmly replied, "Surprisingly, yes."  
_  
_Without the least hesitation, Douglas rattled off, _"Code zero, zero, zero, destruct, zero."_

Gwen let out a little sound of recognition and gripped Kevin's arm. Dexter glanced her way, and then returned to Mordecai.

"Thank you. I owe you one."  
_  
"You should have known that, Dexter!"_

The redhead smiled. "I did. I just wanted to confirm it."  
_  
_Douglas rolled his eyes, but he was smiling back._ "Right, Boy Genius. Get back to work. I'll talk to ya."_

"Be good. And thank you once again. Close transmission." The cube vanished. He looked expectantly at the older teens. "Does that help?"

Gwen was so astonished as to be speechless for a moment, and then she nodded enthusiastically. "That's it! Ben activated the Omnitrix's voice mode."

"What did he override?"

"Control - no, wait, command function," Kevin said. "Command function override. Code . . ."

"Ten?" suggested Dexter.

"Yeah. How'd you know?"

"A wild guess," was the dry reply.

"Zero, zero, zero, release coupling, zero," finished Gwen in triumph.

"You're certain?"

"Yes," she said with finality, feeling a rush of satisfaction.

"So how can we get Ben to say that?" asked Kevin. He waved in the direction of the plasma cage. "It's not like he's able to carry on a conversation right now."

"We may not have to," mused Dexter, his accent giving his voice a musical lilt. "Computress, do we have enough recordings of Ben Tennyson's voice to accurately reconstruct the command function override in question?"

"Checking," replied the super computer, her smooth voice echoing from all directions.

Gwen grimaced. "I don't know if a recording will do the trick."

"Perhaps," agreed Dexter, "but we have to try."

"Dexter, I can splice together the sounds of Ben's voice for the words we don't have available," assured Computress. "I would need the precise wording."

Dexter left them to figure out exactly what Ben had said in order to remove the Omnitrix. Gwen found herself able to breathe a bit easier without having Dexter hovering. Judging by the look Kevin gave her, he felt much the same. They argued very little as they reconstructed Ben's command codes - with Echo Echo pummeling the lab with sound, they had no time to indulge in petty bickering. Kevin found Morton and appropriated the sergeant's note pad and pen and the two teens sat on the floor of the lab and wrote out the commands as best they could.

"Guess it pays to be friends with nerds," muttered the Osmosian, scratching his head as he studied the words she had written.

"You would know," she said, rising. "Nerds rule."

"Can't argue that."

Extending her hand, she managed a small smile. "Come on. Let's fix Ben . . . fix this team we broke."

Kevin gazed up at her before he silently nodded. He reached for her hand and held it tightly a few moments before he let her haul him to his feet.

Morton was waiting and escorted them not to Ben's location, but to the center of the laboratory. At a small work station they spotted Dexter surrounded by computers that projected information and images in mid air. Gwen handed over the notepad.

"You're sure this is it?" he confirmed, already typing in the words.

"As we can be."

"Computress, playback."

He sat back in his chair and they all listened intently as Ben's voice, a little out of synch from the spliced messages, was relayed over the speakers. _"Omnitrix voice command mode. Command function override. Code ten. Decouple Omnitrix. Command code zero, zero, zero release coupling, zero."_

Kevin snorted faintly, some of his previous vinegar surfacing. "Who would think Tennyson could use the word decouple properly?"

Dexter's eyes narrowed and he rose up in defense of his friend. Sternly he said, "Don't underestimate Ben, Mr. Levin. He has his own brand of genius that I've learned to appreciate and respect. Armies are not led by fools or incompetents, and cowards don't stand at the vanguard of battle."

Gwen smiled wryly, siding with her fellow redhead. Thus chastised, Kevin backed down.

Dexter moved on, unwilling to dwell on their personal issues while Ben was suffering. "I suspect the Omnitrix will be able to differentiate between a recording and the spoken word."

"Maybe," Kevin replied. "Probably. But we gotta try."

"Let's then," the young genius directed, standing. "Come," he ordered crisply, Morton hot on his heels. The Plumbers hastened to catch up with them.

Back at the plasma cage, Echo Echo was on his knees in the corner furthest away from the scientists. By his posture it was clear that he was exhausted. Gwen's heart ached for her cousin and she found herself praying that this worked. Dexter joined his father and teacher at the control panel and in a few words briefed them in what they were attempting.

"Computress, the first sentence."

Ben's voice played aloud. _"Omnitrix voice command mode."_

They waited, tense, and to their delight and astonishment, Ben's own voice answered from the Galvan device on Echo Echo's chest.

_"Command mode locked and unavailable,"_ replied the Omnitrix.

"Next sentence," breathed Dexter, his eyes wide and almost desperate.

_"Command function override. Code ten."_

There was a pause. Everyone held their breath, staring at the small, white Sonorosian's back.

_"Voice recognition failure. Command mode locked and unavailable."_

"Blast!" hissed Dexter, and for a moment his disappointment was evident for all to see. Beside him, Utonium reached out, placing his hand on the boy's shoulder and leaning close to speak. Dexter listened, and somewhere in Gwen's memories she could hear Ben saying that Professor Utonium was the only person that Dexter would listen to and obey without argument. She wondered if there was a price attached for such obedience or if Utonium saw something in Dexter that she did not.

"Try it again, Computress," Dexter ordered.

They waited, but the results were the same. At least they knew it wouldn't work. A growl of frustration escaped Dexter. Gwen could tell he was not used to things going against his wishes. Beside her, Kevin suddenly snapped his fingers as inspiration hit.

"Wait a minute! Hey! Hey, Dex!"

"Dexter!" Green, Utonium, and Morton corrected, with varying degrees of heat.

"Whatever," Kevin said, too excited to care. "We just need Ben's _voice_ to give the commands, right?"

"Correct," snapped the polymath. "Benjamin, however, is in no condition to speak."

"Yeah." And here Kevin grinned aslant, glancing at Gwen to see if she was catching on to his line of thought. She looked at him keenly, trying to follow his meaning but reassured by his smugness. "What if I told you Benjie's got an evil twin?"


	13. Manhunt

**Chapter Eleven: Manhunt**

What a freak show. Who needed aliens when you had Earth's Combined Forces?

It had taken all of two minutes to explain Albedo, his origins and obsessive hatred of Ben Tennyson to the geek squad down in the lab. Kevin had to admit that it had felt pretty good to have one up on the owner of DexCorp and his posse, because apparently Ben had never mentioned the Galvan to Dexter. He also had to admit that it was pretty nice working with people who grasped information easily and completely and who asked intelligent questions. Orders were issued, people were called in, and Kevin found himself being escorted back to the very same conference room from earlier in the day.

It was late in the afternoon now and the room could not have been more different than the cool severity he had met with earlier. Kids and animals and . . . things of all sorts jammed the brightly lit space, filling it with noise and color and life and a crazy assortment of weapons. Beside him, Gwen held his hand and he returned the pressure. They were both anxious for this to work.

Dexter was noticeably absent from the assembly. Much to Kevin's surprise, he had refused to accompany them and Utonium had not voiced a single word of persuasion. Gwen had reminded him that Dexter was a recluse, and based on reports from Ben, Kevin figured just having him and Gwen around in addition to all the extra security was probably pushing Dexter's tolerance for other life forms to the limit.

He glanced around the room, able to recognize quite a few of the people in the crowd from news coverage and past battles. Samurai Jack and the Scotsman stood side-by-side at the back of the room, waiting and watching and holding themselves aloof. They were ignoring the muscle-bound young man with sculpted blond hair and sunglasses who leaned nonchalantly against the wall a few paces away trying to pick up every woman that walked in the far door. Off in the corner, Doc and Drew Saturday were talking shop with a weasel and a stocky blond man. A whole squad of Urban Rangers had taken half the chairs around the table while the Sector V KND had appropriated the rest, lounging with affected indifference and ease that the Rangers could not match. Juniper Lee sat on the floor chatting with a few of the child soldiers as well as a pink dog, a gnarly-looking fuzzy demon with an elephant's nose, and a scrawny rooster. Three teenage boys of graduated height – from tallest to shortest: one oblivious, one nervous, one trying to look important – stood by the windows, attempting to play it cool. Morton, their escort, was doing his best to ignore what seemed to be his own KND fan club.

At the very front of the room stood the Powerpuff Girls. Kevin was particularly aware of them because as he and Gwen entered they were met by three very hard, very intense pairs of eyes as the triples looked his way and wordlessly sized him up and cut him down. They were unimpressed - at least, that's how he interpreted Buttercup's smirk. So these were Professor Utonium's daughters, Dexter's sisters, the only ultra-super powered heroes on the planet. They looked every bit as capable and tough as rumor made them out to be. Kevin Levin had the feeling that somehow they knew exactly what had happened here a few hours ago and did not appreciate his heavy-handed brand of diplomacy. He made a mental not to try to beat Dexter flat again. Or if he did yield to temptation, to make it worth his while. Between these three, Morton, Green, and Tennyson (when he got back to what was normal for him) odds were he would not emerge victorious.

"All right! Everybody shut up and pay attention," growled a young voice. To Kevin's surprise, everyone obeyed instantly as a petite blonde girl in a pink dress strode in like she owned the place. She would have been cute but for what seemed to be a permanent scowl on her face and overall she looked about as much fun to be around as anthrax. On her heels came Professor Utonium, a walking banana slug in a scout uniform, a goofy kid with a bulbous nose, while the Grim Reaper in all his spooky glory brought up the end of the parade.

"Mandy," whispered Gwen as the newcomers ranged themselves across the front of the room.

Kevin blinked. She was a lot shorter than he'd expected, and he suspected her spiky hair was a ploy to make her look taller. So this was the supreme commander of the ECF. He wondered how she managed to get the job. She must be equal to the task, because under her leadership they'd managed to hold their own so far in this war against Planet Fusion.

"All of you have heard one way or another of what's happened to Tennyson," Mandy said without preamble, standing at the head of the table so she could glower at most everyone in the room with ease. Kevin noticed that the Kids Next Door were sitting up straight and that the adults were listening with respect. "For those of you that forgot, Billy, he got caught in the blast radius of a self-destructing Null-Void gun and the Omnitrix is locked in transformation mode. Dexter and the team working the problem have decided the best course of action will be to take the Omnitrix off of him. This can only be done by voice command. Unfortunately right now, Tennyson can't speak, he's too busy phasing from one alien mode to the next. This is where you guys come in."

She definitely had command presence. That no-nonsense style was one he could appreciate, too. Professor Utonium stepped up.

"The creator of the Omnitrix, a being named Azmuth, is from an alien race known as the Galvans. He had an assistant, Albedo, who tried and failed to make an Omnitrix of his own. Since Ben's DNA is set as the default for the Omnitrix, Albedo's imperfect copy made him look and sound exactly like our Ben Tennyson, with a slight difference."

He nodded to the slug, who activated the projection unit above the table. A 3-D image of Ben appeared, his coloring and clothes digitally altered by Gwen to match those of his Galvan double. Surprised exclamations rose up on all sides as the assembled fighters took in the startling differences white hair and red eyes made. Most of the people here knew Ben personally or professionally, and he was well liked and respected. By this point in the war they knew the value of a good leader and they wanted him back, as much for their sakes as his.

"Albino, you said?" someone asked.

"Albedo," corrected Utonium with a faint smile.

Gwen moved closer to the table, raising her voice to be heard clearly. "We've noticed a few habits that Albedo has formed since coming to earth again. He's rarely very far from where Ben is. We think that's because he's trying to get his hands on the Omnitrix. He needs it to regain his Galvan form. Over the last four months, he's been spotted a dozen times either at the tail end of a battle Ben's taken part in or during the clean-up afterward. He's very awkward socially by our standards and he's kept to a very formal mode of speech. Remember, he's an adult Galvan in a teenaged boy's body. He hates it and he's very self-conscious."

"He's smart and pretty slick, but not clever," Kevin added. "Galvan is a highly advanced planet, so he's not used to having to fight for survival on our terms. He thinks he's way beyond us intelligence-wise, but Ben's managed to outwit him or fight him to a stalemate." He perked up a bit, remembering another aspect of the cranky Galvan's personality. "Also, he loves chili fries."

"Chili fries?" echoed Number One, looking over the brim of his sun glasses, his surprise evident. A ripple of amusement moved through the room and a few people grinned.

"Yeah, comes with the territory," Kevin replied. "Ben loves 'em and since Albedo is a copy of Ben, he loves 'em, too."

"Fascinating," said the nervous boy over by the window. He was taking notes at a furious pace, pausing long enough to look up and ask, "Does he have a particular favorite establishment for the procurement of said snacks?"

Great. Another dweeb. Because the legion they had already encountered just wasn't enough. Resisting the urge to roll his eyes or get sarcastic, Kevin replied, "Burger Shack. Mr. Smoothy will do in a pinch."

"His last reported location was the metro station in Townsville at about five this morning," Utonium said. "Apparently he's not above using public transportation. As far as we can determine, he was headed here to Downtown."

"We don't know if he's armed," Mandy continued, bringing them back down to earth. "He's physically strong and according to the Plumbers he's pretty ruthless and a decent fighter. Approach with caution. We want him alive and unharmed and preferably not mussed up so much that he refuses to help fix Tennyson."

"What if he won't talk?" wondered Drew Saturday.

"Oh, he'll talk," Utonium assured her softly, and there was something about his stance and tone - even though he looked composed and spoke pleasantly – that sent a chill down Kevin's spine. Or maybe it was the fierce looks all three of his girls wore. It was hard to say. By the looks on peoples' faces around the table, he wasn't the only one who got that spine-tingling sensation. Who would have thought Utonium could be threatening?

"I've alerted the KND, Providence, and ECF forces worldwide," Mandy said. "Based on what Levin and Tennyson here tell me, though, this Albedo is probably here in Downtown, so I've got the police and transportation officials on alert, too. It's not like we were able to keep a real tight lid on what happened in the Twisted Forest."

Again, Kevin felt those relentless green, blue, and pink eyes boring into his skull. Powerpuffs had heat vision, didn't they? Whether they used it or not, at this rate he'd have a burn on the back of his neck by the time this powwow was done with.

"You've all been assigned zones to search by Slinkman. They overlap and those of you with flight capabilities might be called upon to back up the ground troops." She folded her arms and swept the room with her flinty gaze. "I don't need to tell any of you how much we need Ben10 in this fight. He's one of you. Always at the front, always giving his all. The sooner we get Albedo, the sooner we get Tennyson back. Any questions?"

Billy raised his hand, waving it energetically and making little sounds of 'ooh!' that Mandy ignored completely. Finally he blurted, "What's he giving his all of?"

"Any real questions?" Mandy clarified.

Number Four scoffed, showing off. "Yeah! How hard can it be to find one yo-yo with a red jacket and white hair?" He gave the Urban Rangers a little salute. "See you Range Rovers in an hour with Alby in tow."

"Put your money where your mouth is, little man," invited the man with the sculpted hair. "I'll find him before you do or my name's not-" and here he struck a pose - "Johnny Bravo."

"Battle of the blonds," muttered Kevin to Gwen, shaking his head. "We gonna stay or help?"

"We have to do something," she whispered back. "We should help. We know Albedo best and there's not much more we can do here."

"Yeah, all this keeping still is getting to me, too."

"All right, you heard the commander," called Number One crisply, his voice pitched to get people enthused. "Everyone get your assignments from Assistant Scout Master Slinkman and let's move out! Keep your comm units on channel nine and call in anything you see. 114 and Sgt. Lee are dispatching."

The banana slug was handing out (slightly slimy) assignments on paper and the room began to empty at a steady rate. Most people nodded, coordinated with the other people assigned to the same area, and left. There were, of course, a few exceptions, and as he waited for Gwen to talk to Mandy, Kevin just let himself be amused by the antics of the people that lingered.

"I gets to check the escalator at the S-Mart!" cheered Billy, waving his assignment around and apparently unaware that the store had only one story. "Ooh! Ooh! Ooh! It says to check the elevators, too! I loves elevators! They got _buttons_."

"Why don't you eat a few?" suggested the Grim Reaper. "Come on, Number Three. I have to get away from this idiot."

The self-proclaimed chick magnet in sunglasses sauntered up to the table with his assignment in hand. He dragged his eyes away from Mandy and Gwen and smiled down at Number Four. "Looks like we're the Albedo-catching dream team, little man."

Wally looked up at Johnny Bravo's crooked smile with horror, his eyes falling on the paperwork he carried that clearly listed him partnered up with Johnny. "WHAT? I want a recount!"

"There's irony for ya," muttered Number Five. "Weasel, you're with Number Five. C'mon, buddy."

"Assistant Scout Master Slinkman," said the nervous boy. "Might I request that my team and I be given the locality adjacent to the Downtown Mall?"

"Don't forget the assignment, Edd," Slinkman replied. "You're not supposed to be hanging out at the mall."

"I haven't and won't, sir, but I feel that this mission would be best served by me, Eddy, and Ed in that vicinity."

"I had Number Two and the Scotsman assigned there, but I trust your judgment and admire your spirit of initiative. Here you go."

Edd's eyes grew huge as the paper was held out to him. The corner nearest him was shiny with slime from Slinkman's hands. With a nervous smile he extended his notebook and the uniformed slug set the paper atop it. Clenching his teeth all the while, Edd kept the pad well away from his body as he headed out the door with his cronies in tow.

"Girls," Utonium said, turning to his daughters and speaking softly enough that they drew closer. Kevin strained to hear their conversation. "Cover as much territory as you can. We've got to find Albedo as quickly as possible."

"We'll split up," Blossom decided, and her sisters nodded.

"How's Ben?" asked Bubbles.

The dark-haired man grimaced. "He's in bad shape, honey. He's exhausted and the pain is wearing him down more and more."

Buttercup cocked her head. "How's Dexter doing?"

"Your brother is frantic. He's terrified this could have long-term effects on Ben's mental stability. So no grandstanding out there, just get Albedo and get him back here."

"You got it, Professor," Blossom said. "Come on, girls."

Kevin made as if he hadn't just been eavesdropping as the triplets headed out the door. Dexter was frantic? That was shocking. Based on the reaction he'd seen thus far, Kevin would have called him concerned at best. It was possible Dexter had the emotional range of a guppy, of course - he was all of thirteen years old, after all, and he doubted it was physically possible for a person to get more introverted - but Kevin was a bit more inclined to think that the kid had a choke hold on his feelings. He'd certainly fooled Kevin.

He joined Gwen as she wrapped up her conversation with Mandy. From what he gathered they weren't assigned an area to check, but were to go wherever they thought was the most likely spot to find Albedo.

"We'll start at the main bus terminal," Gwen told him. "Someone might have seen him."

"Townsville isn't so far away. If he was seen there this morning he could have made it here in a few hours and he'll be long gone from the terminal."

"It'll still help to find out if he did arrive."

"I guess."

She gave him a nudge to get him moving, leading the way to the elevators. "Kevin?"

"Yeah?"

"We need to think of what else we can do if this doesn't pan out."

"Yeah, I know. I've been trying."

"And?"

"I got nothing, Gwen. Sorry. You?"

She shook her head. "Nothing. Not yet."

They exchanged a long, worried look. Then Gwen stood straighter and squared her shoulders. "Well, then. We just have to find Albedo and _make _it work."

Slowly he nodded, letting her determination infect him. For her sake he smiled. "You bet, Gwen. Come on. I'm sure Albedo will be thrilled to see us."


	14. You Want Fries With That

**Chapter Twelve: You Want Fries With That?**

"So, Weasel, supposin' we say you're a super-smart alien stuck in a stinky, noisy, hungry teenage body. What would you do?"

"Hmm." The small rodent held his chin and considered for a moment, balancing on Abby's shoulder as she loped along the sidewalk. Counting off on his tiny fingers, he replied, "Bathe, alter my diet to consume less roughage, and find something to eat."

"Fair enough, given the question," said Number Five. "What would be your first choice of eats?"

"Given the alien in question seems to be an aficionado, I would have to say chili fries or some close cousin of theirs."

"Uh-huh. Now suppose you're also obsessed with getting your mitts around Ben Tennyson's neck or his Omnitrix, whatever comes first."

"I'd keep my enemy closer than my friends." The exchanged a long look. "If I had any."

"In other words, you'd stick close. Real close."

"Indeed."

"Closest source of gourmet chili fries to Tennyson right now is the Burger Shack at the mall."

"Slinkman assigned us Galaxy Gardens."

"Number Five never said we'd abandon our post. I'm just suggesting we swing on by the mall on our way to smell the flowers."

"It's not on our way."

"Is now, 'specially since Number Five is doing the walking. You in on this or what?"

The small weasel stood straight and true, holding onto her ear with one paw and pointed ahead with the other, his expression stern as he commanded, "Walk on!"

She chuckled. "Now we're making some progress."

**OoOoOoOoOoOoO**

"So Double D, what made you pick the mall?"

"Well, Eddy, based on the statements of Kevin Levin and Gwen Tennyson, we can safely assume that Albedo will be found in close proximity to Ben Tennyson. Given that Ben's prefers the chili fries from Burger Shack and since said franchise by the Downtown Mall is the one closest to DexLabs headquarters, it occurred to me that's the most likely place for us to find him."

"Fi- find him? Wait a minute!" Eddy came to a dead stop. Ed plow full into him from behind, but Eddy braced his short legs and he yelled at the knitted cap atop Edd's head since it was the first bit of his friend he focused on. "You expect _us _to nab this Albino Ben don'wannabe dude?"

"Albedo," he corrected. He glanced at Ed, who was walking along a seam in the sidewalk, and then decided he would not do as backup in this debate. "Of course, Eddy. Why else would I request the most prominent Burger Shack location in Downtown?"

"Wait - you're serious."

"Yes."

"You picked the mall on purpose?"

"What did you think I was thinking?"

Eddy threw his hands wide, smacking Ed in the process. He offered no apology as he launched into a full-on fit of disbelief. "I dunno! I thought maybe you wanted to go look at chicks or something normal-ish!"

"I'm perfectly serious. If you haven't noticed, Mandy is the one who called us in for this mission."

"Mandy, shmandy. She said he was dangerous! Are you telling me you put us - me! Me, the quartermaster general for this army - in the line of fire without figuring out a way for us to completely dodge the issue first?"

**OoOoOoOoOoOoO**

"So, Little Man-"

"That's KND Sector V Operative Number Four to you , pal!"

"That's a long name you got there, kid."

"It's not a name, it's a title! I'm a fully trained operative with more experience than you'd ever be able to remember!"

"Right. So where were we assigned?"

Wally braced himself, detesting the answer. "The Downtown Library," he muttered, looking away in disgust.

"Where?" asked Johnny Bravo, not catching on to what the blond boy said.

"TheDowntownLibrary."

"Is there a place in town that's a mumble? Because that's all I'm hearing outta you."

"The Downtown Library! The library!" he bellowed, hating the word. "What was that stupid slugs-for-brains slug thinking?"

"Library?" Johnny held his chin, thinking. "There might be cute librarians. Stick with me and I'll show you how to have babes throwing themselves at you."

"Because you're having so much success right now, sport," grumbled Number Four. So far Bravo had done nothing - _nothing_ - but make gross pouty faces at every passing female and explain to his companion that each woman was so smitten with his manliness as to be rendered speechless. "There's nothing cute about libraries!"

Johnny gave him a long, over-the-glasses look. Number Four pointed up at him, hopping mad.

"Listen, Bravo, I'm not going to anywhere where there are so many books without pictures. I get hives. I mean, what's the point? The library? What's Albedo going to do, research Omnitrix removal methods? He's too smart to go to the library!"

"Hmm. I think you've got a point, Little Man. So what are you proposing?"

"Burger Shack!"

"They got cute waitresses?"

Wallabee Beetles struggled against the nauseating power of cute for a long moment before blurting out, "Yes!"

"Lead the way!"

**OoOoOoOoOoOoO**

Edd swallowed, steeling himself with resolve. "Well, we're clever and he's not."

"Says Levin!" Eddy was silent for a moment, frowning as he processed this claim to wit. "So what's the plan?"

"I . . . don't have one. Yet," Edd hastily added. He resumed walking to the mall. "We'll have to . . . scope out the area and, and -"

"And hope someone else catches him first," muttered the shorter boy. Ed thrust his hands into his jacket pockets and moped along behind Edd.

"It's imperative we do everything within our powers to help restore Ben. Not only is he an integral aspect for our success against the invasion, but he's also a good friend and we can't stand by and allow him to suffer. He wouldn't hesitate to do the same for us!"

"It won't help his cause if we're the ones suffering!"

Edd whirled on him, fed up with his whining and stonewalling. "Then start coming up with a plan, Eddy! We're going to do everything we can to help Ben."

"All right, all right already." He raised his hands defensively. "Sheesh. First we scope. Then we plan. Then . . ."

"Then we catch Albedo."

"Right. Right. Hey, think Dexter would put up a reward for Alby's capture?"

Edd sighed as a long day just kept getting longer. "Does there always have to be a monetary reward attached to your services?"

"No," defended Eddy, catching Double D's annoyance and feeling a bit of sting at the implied criticism. "It just helps. A lot."

**OoOoOoOoOoOoO**

"Doc, are we going in the right direction?"

He checked the digital readout on the screen before him as he drove their vehicle through the Downtown traffic. "According to the mobile satellite, yeah."

Drew Saturday shook her head, brushing a few stray hairs back behind her ears. "I don't mean that. Do you honestly think an alien who's single-mindedly trying to get his hands on the Omnitrix would be going to the skate park?"

"Putting it that way, it does seem like a stretch."

"Slinkman is trying to cover all the bases, but . . ."

"Albedo won't be at the skate park," concluded her husband. Blind in his right eye, Doc had to twist in his seat to see Drew. "So where would he be?"

"Eye on the road," she warned. "Where would he be? Albedo is in a teenage boy's body. We have a teenage boy. What would Zak do if he'd been on the move since sunup?"

It was a rhetorical question. Nonetheless, he replied.

"Eat," Solomon Saturday said with absolute conviction. "And Albedo likes chili fries."

She pointed an orange-gloved finger. "Burger Shack chili fries, to be exact."

He followed the gesture. In the complex surrounding the Downtown Mall, a garishly-colored sign stood out. Doc arched an eyebrow first at the fast-food joint, and then at his wife.

"Buy you some chili fries?"

Drew Saturday smiled. "It's a date."

**OoOoOoOoOoOoO**

No matter how new they were Burger Shacks always seemed old. Perhaps it was the retro design that failed, or the prevalence of grease, or the outdated color scheme. It didn't matter. They looked antiquated the day they opened which, Edd reasoned, must be part of their aura and appeal. There was no denying that they made excellent chili fries, and Ben Tennyson was not alone in his addiction. Slightly more than a mile away from the main entrance of DexLabs headquarters, the bustling mall complex was as sleek and shiny and new as most of Downtown. Burger Shack stood out as an iconic eyesore, though the number of teenagers around it gave proof to its popularity.

"So . . ."

Eddy raised his hand. "Quiet. I'm scoping."

"When did red coats become so fashionable?" moaned Double D quietly. It seemed as if every third person was wearing red today.

They watched the restaurant for a few long minutes, slowly walking all the way around it from a safe distance. Eddy's eyes narrowed and he held his chin thoughtfully as he considered a plan of action. Despite his reluctance to work at anything that didn't directly profit himself and his immediate circle of friends, there was no denying that this was a prime spot for spotting a large portion of Downtown's teenage population and Albedo was as likely to show up here as anywhere else – even more likely since it was the source of chili fries closest in proximity to Tennyson.

Double D recognized a contemplative Eddy and said nothing to interrupt his thought process. Ed pranced around, convinced he was a horse.

"We need a man on the inside," Eddy abruptly announced. A cunning look came over him and he smiled slyly at his own genius. As they watched the Burger Shack, the back door opened and a tall, pimply, frizzy-haired teenage boy loped out and threw some trash into a nearby dumpster. "And I just found the way in."

**OoOoOoOoOoOoO**

Number Two was supremely thrilled to have been partnered with the Scotsman. Almost all the children taking part in the war against Planet Fusion admired and respected the burly redhead. They called him 'Mr. Scot' and one of their favorite pastimes was to get him angry enough to launch into a lyrical tirade of which they might understand one in eight words. That they had no idea what he was ranting about did nothing to lessen their regard. Anyone who used a machine gun for a peg leg and could traipse around in a kilt deserved respect. Just as important, too, was the fact that he was a constant companion of Samurai Jack. The Japanese prince was undoubtedly the coolest of the cool, and an entire samurai sub-culture had sprung up in the army ranks resulting in topknots, conical straw hats, wooden sandals, and lots and lots of attempts at stoic, silent control. The Scotsman, of course, stood tall and growling as the dead opposite of Jack and had a boisterous following of his own. Kilts showed up almost as often as white kimonos, and claymore swords were second only to kitanas in bladed weapons of choice. Not surprisingly though, no petitions for the cafeteria to serve haggis or sushi were ever circulated.

"Now!" barked the Scotsman to Number Two. He gestured angrily at the waterfront and the busy river port. "Tha' muckle son of a slug is as daft as putting corsets on cows! The alien lad ain't coomin' ta here! What's he want to doo with shippin'? And if tha' worm'd get his eyestalks out of his arse he'd see as much!"

It took Hoagie a few moments to translate the heavy brogue to something he could grasp. "But Mr. Scot, Assistant Scoutmaster Slinkman wanted us to cover as much of Downtown as we could, just in case."

"Joost in case? O'what, MacGilligan? 'Tis foolishness and naught else that' we're standin' here like two gawping lumps! Come along with ye!"

Number Two hesitated for a moment, then hurried to catch up with his assigned companion as he slumped along, back the way they had come. "Where are you going? We can't leave!"

"Wheesht, I'd like ta see ya try and stop me now, laddie," said the man with a toothy grin.

"But - but where are you going?"

This was disobeying orders. This was rebellion. Insubordination. Mutiny. Then again, he was dealing with a Highlander.

"Where we can do our bit o'good for the Tennyson lad afore his mind turns to somethin' ya side-step in a barnyard."

"Where?"

"Man's got to eat now, doesn't he?"

"You want to go eat? But-"

"Not me, ya dolt!" He leaned over, his crazed blue eyes wide as he willed the KND to understand. "Albeedoo."

Hoagie's brain clicked into gear. "Chili fries. Burger Shack."

"Aye. Come on now."

**OoOoOoOoOoOoO**

"Right. This is getting us absolutely nowhere."

The leader of the KND in Sector V lowered his binoculars as he scanned the parking lot of the local S Mart. He glanced over his shoulder at his companion, then looked quickly away when he saw Billy's finger up his nose. He knew exactly why he'd been teamed up with this world-class idiot - to keep him from ruining everything - but that certainly didn't mean he had to like or accept such measures.

"But Numero Uno, aren't we somewhere here now?"

He fought the urge to sigh. "Yes. Billy, this is where we part ways."

Tears immediately sprang up in Billy's watery blue eyes and his chin trembled in a dramatic display of completely misplaced emotional anguish. "But the escalators! The buttons! I was gonna press them all!"

Nigel rolled his eyes as tears flew far and wide. "Listen. You're going to go on ahead and check the S Mart. Check every bit of it."

"What for?"

"Albedo."

"What are you gonna do?"

"Nothing so exciting. Something quite boring, in fact. I'm going to go stare at a car-hop."

Billy took a shuddering breath. "That's the bravest thing I've heard! I'm gonna miss you, Numero Uno. Maybe we'll meet up in paradise!"

"Or back at headquarters," he muttered. "Remember, check everywhere. Albedo has white hair and red eyes and looks like Ben."

That was the wrong thing to say. Billy's primitive thought process jammed.

"But Ben's gots brown hair!"

"Albedo's _face_ looks like Ben's. Just his coloring is different. Now go. Be careful. Report in to Slinkman when you've done your sweep. And Billy - we're all counting on you!"

As tense as a thoroughbred at the gate, Billy clenched his teeth in determination and resolve. "All right. Let's do this! I'm gonna shop smart! I'm gonna shop - S Mart smart!"

With a wild battle cry he tore through the parking lot toward the doors of the department store, waving his arms and pausing now and then in his yell to draw a ragged breath. Nigel didn't linger, but immediate hurried away, bent on putting as much distance between himself and Billy as physically possible. He missed seeing Billy mistime his entrance and slam into the sliding glass doors, but as luck would have it, his nose cushioned the impact.

**OoOoOoOoOoOoO**

_". . . Skip, skip, skip to my Lou! Skip to my Lou, my darlin'!"_

Laughter and giggles mingled together as Number Three and the Grim Reaper pranced along, hand-in-hand and ignoring the odd looks they were getting from all quarters.

"Ah, Number Three, I haven't had this much fun since the last pandemic!"

"Do you know _Deep in the Heart of Texas_?" she gushed.

"Do I? I remember reaping the soul of the man who wrote it! _The stars at night-"_

_"Are big and bright!" _

They clapped thrice in unison and sang together, _"Deep in the heart of Texas!"_

Skipping and singing, it was pure luck and nothing else that sent them toward the mall.

**OoOoOoOoOoOoO**

Tennyson was close by. Albedo could feel it as he trudged along the sidewalk, his feet aimed toward the so-called heart of the city. Some primal sense inherent to this body told him that the boy who held the key to escaping this form and this planet was not so very far away. Holed up in DexLabs, no doubt, hiding behind layers and layers of security and primitive technology and that red-headed freak Dexter. Albedo had been thrilled to hear of the misfortune that had befallen Tennyson. It came as no surprise that anyone so stupid would damage the Omnitrix. He had no idea of what Tennyson had done this time - he would have too see the device for himself to know for certain - but he was certain that whatever had happened was the fault of his twin. Word had it that the damage was exceedingly painful, and the thought filled him with malicious delight.

Considering that Tennyson was responsible for him being trapped here and in this form, it couldn't hurt enough for Albedo.

He hated this place called Terra - its smells, its denizens and their notion of visionary design, and its lack of sanitation. Nothing could be worse than the inhabitants, these _humans_, though, and as luck would have it, he was captured in the body as the very worst of them. Ben Tennyson revolted him - his height, his ungainly form, his big feet, his breath in the morning. There was nothing about this body to recommend it. It tired easily and needed constant rest, refueling, and attention. It made foul noises and smells at inopportune moments and carbonated beverages produced some spectacular effects. The extra finger made his hands clumsy and this gross stuff called hair - little better than fibrous protein cells growing from his head - refused to comply with his attempts to control it, nor could he command it stop growing and annoying him.

The only advantage he'd found in occupying a human body versus a Galvan one - and he would happily do without - was a heightened sense of taste. Of course this led to a preference for certain foods, which led to cravings, which led him astray.

Like right this moment for example.

All the things he hated most about occupying Ben Tennyson's wretched body were exemplified in this moment. He was tired. He was hungry. He was cranky.

He wanted chili fries.

Now.

How he both loved and detested the delicacy. It was delicious, but a badge of enslavement to carnal pleasures. Perhaps it was some animal homing instinct or an enhanced sense of smell or perhaps some survival drive that brought him here.

Burger Shack.


	15. Dietary Requirements

**Chapter Thirteen: Dietary Requirements**

"Well, he was here this morning," said Gwen, pulling on her seatbelt as Kevin maneuvered the car back into traffic. It was dinner time and traffic was heavy around City Station. "The woman at the ticket counter was covering for another worker all night and she said he came through."

"She recognized him?"

"He's hard to miss. Besides, she said he was rude and demanded directions to DexLabs."

"Did she give 'em?"

Gwen tried her best not to take wicked pleasure in what she had to say. "Yes, but he called her a stupid, lowly human and kept asking if she understood exactly what he was looking for and if he should talk slower. She said she sent him the longest route she could think of since he was on foot."

"It's the little things." Kevin grinned. "I hoped you thanked her."

Gwen spread a map of Downtown out on her lap, tracing the route the woman had described. The ticket agent had sent Albedo on quite a tour of the city, it seemed, a long enough route to keep him busy the day through if he stuck to her directions. The redhead said as much aloud, and Kevin chuckled.

"He's so arrogant, it probably never occurred to him that some lowly human could get one over on him, and he's dumb enough to follow instructions to the letter."

"Let's see . . ." She ran her finger along the map, trying to gauge the distances. "If he's been walking all day he's probably pretty tired. I'd put him . . . somewhere around here. By the Downtown Mall."

"What's the quickest way?"

She checked a passing road sign, then the map. "The next left onto Bradley and then left again onto Pershing Avenue."

"Okay. Keep your eyes peeled for a yo-yo in a red jacket with white hair and brown eyebrows."

A little snort escaped her throat. "Glad I'm not the only one that noticed that."

**OoOoOoOoOoOoO**

"I require chili fries. You will serve me the largest portion available and you will do so immediately with minimal conversation and a container of the beverage called root beer."

At the sound of the voice that was at once familiar but not, Eddy turned as he finished tying on his purloined apron. It had been insanely easy to convince the teenage cook that the foxy redheaded chicks - one wearing go-go boots, gold lamé and a crown and the other in a coordinating skirt and sweater - had been giving him the eye for the past twenty minutes. That it was Princess Morbucks come down from her penthouse with her best friend Mindy to mingle with the populace and he was essentially sending the hapless server to his doom didn't prick Eddy's conscience enough for him to actually give it a second thought when he offered to cover the counter to let the kid flirt.

For a moment, Eddy stared into hard red eyes, and then he broke into a huge grin.

"Welcome to Burger Shack, my man! What can I get you?"

Albedo's face hardened a bit. Clearly his was a short fuse. "I require chili fries."

"You came to the right place! That's our specialty!"

"I am aware of that fact. Procure me some immediately."

"You got it, chief. Hey, Edd! Hey Ed!" he bellowed toward the back of the greasy kitchen. "We got some guy here _looking for some chili fries."_

Double D, his head and knitted hat swathed in multiple hairnets and his hands positively immobilized by half a dozen pairs of gloves, poked around the corner at Eddy's intense, grating whisper.

"C-chili fries?" he echoed nervously, the grease and dust on every surface in the place almost sending him into a catatonic state. At least, as he had noted the moment Eddy had let him and Ed through the back door, nearly everything in here was neatly labeled.

Eddy was trying to gesture at the window where Albedo waited impatiently, but he essentially was pointing at himself. All three teens were pulling a variety of faces - one annoyed, one anxious, and one confused - and finally Edd noticed the flash of red and white as Albedo crossed his arms and glowered in a way Ben Tennyson never would. He gasped.

"Coming right up!" he squeaked. Luckily the hapless server had everything prepared, but Edd was anxious that someone might come along and order food that didn't have cooking instructions right on the box.

As Edd fussed over the fryolator, Eddy looked for Ed, who was supposed to be their man on the outside. Unfortunately he was still convinced he was a horse and was trotting hither and yon among the cars and scooters and picnic tables. How to catch Albedo? How to catch . . .

"Hey! Get me two orders of chili fries and a diet cola and make it sna- Ben?"

"Oh, no," groaned Edd, too worried about the additional orders to worry about anything else. At the window, Eddy kept his panic to a dull roar as Princess Morbucks cut to the front of the line and ran into Ben's evil twin. Albedo was preoccupied with glaring at Princess, who was looking him up and down with predatory interest. Eddy glanced through the parking lot, trying to spot Ed as he galloped by. The gawky server was listening to Mindy talk about herself. Teenagers milled about, stuffing their faces. The Saturdays were parking their car. Number Five was standing in line a little behind Albedo. He could hear an outrageous accent that was at least as bad as Dexter's and he knew the Scotsman had to be around here somewhere. Johnny Bravo was flirting with a carful of high school girls. What the - Saturdays? Mr. Scot? KND? He completely dismissed Bravo, knowing exactly how useless the man was in a situation.

Okay. He could work with this. He had backup now. He just had to keep Albedo busy, get rid of Princess, keep Edd from freaking out, and figure out how to snatch the bozo in the red jacket off the street without anyone noticing. Piece of cake.

A groan of fear from the back of the food joint told him Double D had encountered more grease or dirt. Why didn't he just look for new bugs since he loved the things so much? Sheesh.

"Ben Tennyson?" gushed Princess, looking as if Christmas had come early and she was somehow back in Santa Claus' good graces. "What - what happened to your hair?"

Albedo glared. "I am not the lowly, smelly, idiotic being you know as Ben Tennyson, earth female. I am imprisoned in this disgusting copy of his teenage body because of the default mechanism built into the Omnitrix and I am seeking a means to revert back to my normal form."

Princess gaped, seemingly incapable of shutting her mouth or comprehending his statement. "So . . . you're not Ben?"

"Obviously."

Eddy hustled back and forth, making it look as if he was doing something - at least, something besides eavesdropping.

"Oh. Do you know him, then?"

"Too well," hissed the Galvan.

In Princess' mind, she saw nothing but imitation Ben. Personality was not a factor for her taste in men, looks alone ruled and she was trying to decide if she liked this white-and-red complexion or not. It wasn't as cute as Tennyson's natural coloring but Ben was one of the very few cases where she'd take what she could get. "You heard what happened? He got zapped by one of those cheap-o DexTech pop guns and now the Omnitrix is on the fritz."

It was Albedo's turn to gape at her, trying to figure out what this garishly-dressed female was saying. "Yes," he finally said, not exactly sure what he was agreeing with. "I am seeking the place called DexLabs now. I understand that Ben Tennyson is being detained there at this time."

"Pfft, yeah, I hear that runt Dexter sent his biggest gunship to get him back. My daddy is always complaining to the town council that gunships like that have no business being in a city. He knows better, but will those people listen? Noooooo. They let Dexter do whatever he wants. Huh. My daddy owns more of Townsville than Dexter owns of Downtown. I had my people check and it's true."

"Such materialism is meaningless to me. I only seek to regain the Omnitrix. I am its rightful owner."

"Uh, yeah," she agreed, still not following him. "Well, DexLabs is just down the block from here. I'll make my driver drop you off there if you'll come eat your chili fries with me."

"How far?" he demanded.

"Oh, it's about a fifteen minute walk. Not that I ever walk anywhere. I have Carmichael - he's my chauffeur - drive me everywhere or I use my gold jetpack and in the summer I sometimes use a sedan chair, but that can get bumpy."

He paid her no heed after the first sentence. For a moment Albedo was torn - food or go and scout out DexLabs and see how best to get the Omnitrix back? Surely a mere human would not be able to produce a security system that could keep him out. He was eager to set off, but he had been walking all day in search of his goal and chili fries seemed a fitting reward for so much effort, especially now that his goal was in sight. Besides, this body was hungry and the smell of the fat cooking the fries was simultaneously overwhelming, revolting, and enticing.

"I accept your offer of transport to DexLabs, termagant," Albedo announced. "Upon completion of our meal, you will order your driver to convey me there so that I may attend matters of grave consequence."

"Can you fix Ben, too?" Princess asked, batting her eyes. "I think he's . . . well, cute."

"Oh, I'll fix him," promised Albedo, finally grasping her meaning. He gave her a very un-Ben Tennyson-ish smile as he tried to think of ways to compound the hated human's suffering.

"And while you're at it, can you maybe break something of Dexter's?" she added, warming up to the chance this almost-Ben offered. "Anything expensive will do. I can't stand that self-made little gnome. Have you ever heard him talk? I don't think he's American. Did I ever tell you about the time I first met him? He's totally in love with me! I was just out flying around Townsville with my new jetpack and he jumped on me! I flew really hard and fast but I couldn't shake him off and when he finally forced me to land he broke my cell phone and held a gun on me! Of course the Powerpuffs believed _him_ over me and they just beat me up and threw me in juvie . . . again. None of it was my fault."

Eddy had to look away at this obvious, outrageous lie. He didn't know Dexter well at all, but the notion of him attacking anyone, let alone this obnoxious girl, was laughable.

"I have never met this Dexter."

"Be glad. He's an arrogant techno-nerd. Hey! Helloooo! Burger Shack guy! Where are our chili fries? My friend here wants to go break Dexter's stuff!"

"I grow increasingly impatient with this unreasonable delay," Albedo announced. "Produce the requested delicacy or I shall depart immediately."

"What he said, buggo!" shrieked the redhead, frowning heartily. "Food now or we go to Mr. Smoothie!"

"Coming right up!" called Eddy. He looked past Princess and Albedo and locked eyes with Number Five. She had been listening in, he was glad to see. Immediately behind Abby stood Drew and Doc Saturday. Both of the scientists glanced upwards. Eddy hoped that meant they had some air support - or at least someone on the roof. He grinned broadly at his so-called customers. "Almost ready!"

"I require root beer as well!" barked Albedo.

"And a diet cola!" Princess demanded.

"You got it!"

He spilled soda and ice on the floor as he rushed about in his show of productivity. What to do, what to do, what to-

"Come on, we'll go to Mr. Smoothie. Mindy can stay and talk with her dweeb boyfriend and we'll-"

"Wait!" squawked Eddy. "It's ready!"

**OoOoOoOoOoOoO**

_"Attention S Mart shoppers! Attention S Mart shoppers! Be on the lookout for an evil, shoelace-eating zombie escalator from Mars that's roaming free through the whole store on a rampage! Watch out! Run, don't walk, and don't use the elevators! They're part of the escalator's plan and will eat you with ketchup! Destroy us all! Destroy us all! Shop smart! Shop S Mart! Yee-ah-ah-ah-"_

"Give me that, you little brat!" The store manager snatched the mic out of Billy's hands, cutting off his maniacal laughter. "Get out of here before I call the cops on you!"

**OoOoOoOoOoOoO**

Princess' gloved fist came down hard on the counter. "So where are our chili fries? I want chili fries now!" She gestured wildly. "Oh! Gee! They're not here! So we're leaving!"

She turned to go, reaching out to seize the imitation Ben's arm, but he avoided her touch. Albedo held his ground and watched her, determined to get something to eat. Eddy made a frantic face at Number Five and lunged at the window even as Abby rushed forward. There was a wild shout as the carful of girls let out loud squeals of disgust at something Bravo had said or done. Princess put her hands on her hips and proceeded to rant loudly at the blond muscle head, showing off. Another shout rose as the Grim Reaper and Number Three came skipping along, belting out the Dublin version of _I'll Tell Me Ma, _oblivious to the stir going on about them. Ed galloped between Albedo and Princess and circled around her, pausing to whinny in her face. With a wild shout that was lost amidst the chaos, Number Four jumped off the roof and landed behind Princess, right where Albedo had been. Number Five and Drew bodily shoved Albedo toward the small window, ignoring his protests to unhand him.

Inside the Burger Shack, Eddy seized Albedo's arm and hauled with all his might. The Galvan in Ben's body let out a startled exclamation. Napkins and condiments went flying as his head and shoulders were yanked through the window. The back door of the restaurant burst open and Number Two and the Scotsman rushed in to help Eddy. The highlander's artificial leg slipped on the ice cubes and he went down, flat on his back. Hoagie trampled the man as he laid hold of Albedo's other arm and tugged. They were fortunate Ben Tennyson was a skinny thing despite his steady diet of smoothies and chili fries, because he fit neatly through the small window. A startled yelp escaped the Galvan as he was dragged across the counter. He struggled and twisted until Drew Saturday put her hand on his butt and propelled him through the window with one shove. Abby grabbed her hand and they both dashed away back into the confusion. Eddy and Number Two hauled with all their might and Albedo landed atop the Scotsman.

"What is the meaning of-"

"Shut up, ye wee puke," grunted the Scotsman.

Eddy slammed the window closed. The back door burst open again and Number One, reeking faintly of rocket fuel and his shoes still smoking from his flight here, cried out, "Kevin and Gwen are pulling around back! Hurry!"

A bell rang and Edd let out a shout of triumph. "Fries are up!"

Out in front, Princess finished telling off Johnny and smugly turned around to fetch her almost-Ben, her mind already producing endless reasons why they would not be going directly DexLabs after they visited Mr. Smoothy. To her astonishment, the white-haired Ben was gone (had she even gotten his name? She couldn't remember) and in his place stood -

"Wallaby Beetles!"

He grinned at the faces she was pulling. "Hey, sheila, I recognize you. Aren't you the president of the Auxiliary Powerpuffs?"

_"WHAT?"_

"I hear you're their biggest fan!"

"Why you - What did you do with that other Ben?"

"Been dumped again, eh?"

Her face was red and fire flashed in her beady eyes. "Why, you -" She lunged, seizing his sweatshirt's hood and yanking it over his head. "Where did my - I mean that guy that looked like Ben go?"

"Away, I reckon," came Number Four's muffled reply.

She looked around, confounded by Albedo's disappearance and the appearance of this idiot KND. Really, she couldn't stand any of them, especially since they had turned her down every time she applied, not even snatching her out of her bed at night for an interview. Disappointment - a sensation she rarely encountered - filled Princess and she pouted. Unfortunately the pout had no effect on the people milling about, seeing as how only her employees really cared if she was frustrated.

**OoOoOoOoOoOoO**

Between them, Number Two and Eddy marched Albedo out to the waiting car. He tried to plant his feet but the greasy floor was too slippery for him to put up much of a fight. He gave up all resistance as he recognized the people in the car.

"You!"

"Albedo," Gwen Tennyson said in her most reasonable voice. "A few minutes of your time."

"As if I have a choice! Your idiotic minions have accosted me without provocation. I have nothing to say to you, human!"

"Well, that's good," Kevin replied. "See, it's not us that you really need to talk to. Hop in."

Number One opened Gwen's door, motioning Albedo to get in.

"I -"

All choice was taken away as the boys holding his arms shoved. Albedo landed in the back seat of Kevin's car and sullenly sat up.

"Where are you taking me?" he demanded.

"DexLabs," Nigel Uno replied, climbing in beside him.

Albedo hid a smirk. Despite being assaulted and kidnapped, it seemed these children were going to be foolish enough to bring him exactly where he wanted to be.

**OoOoOoOoOoOoO**

He waited in Mandy's office, watching the comings and goings in the main entrance. It was early evening, and shifts were changing and hungry soldiers and trainees were heading off to the cafeteria to get their dinner. For once he was less than interested to see the soldiers that fought so valiantly to keep earth safe. A dozen calls had come in the last few minutes to let them know that Albedo had been found and was being brought in. Sergeants Dearborn and Morton were slowly clearing the children out of the main entrance and redirecting the traffic to the side entrances. They wanted no interference with their guest when he arrived.

"Think he'll talk?" Mandy asked from the confines of her desk.

"He'll talk." Glancing back at the petite blonde, he folded his arms, setting his jaw and frowning at the scene below. "I'm not giving him a choice."

"Works for me. Who's with Tennyson now?"

"Mr. Green."

Mandy slid off her chair to join the scientist, imitating his stance and his long stare. She could sense the anxiety radiating off of him, knowing he felt helpless and responsible for what had happened even though they both knew full well it was no fault of his.

"How's Dexter?"

Utonium's eyes narrowed and his expression grew stern as the familiar forms of Kevin, Gwen, Number One, and Sgt. Morton moved through the front doors of DexLabs. They were escorting a form that was at once familiar and foreign. Albedo. Heaven help them, but they were at his mercy right now. He drew himself up straighter, bracing for battle as he finally replied,

"Recovering."


	16. X

**Chapter Fourteen: X **

"Mr. Green, you haven't slept, have you?"

"I'm fine, Dexter."

Adjusting his glasses, Dexter braced for a fight. "To quote you, sir, that's not very likely. You stayed awake while the Professor and I slept. You need to get some rest. You can take the guest room in our quarters or one of the suites over in hospitality to get some sleep. Dr. Weiss is off duty in half an hour. I'll get something to eat now and keep monitoring Ben until my father gets back." He looked up and pointed toward the exit in stern imitation of his favorite teacher. "I'll send for you if anything exciting happens. Go. Be gone. Scram!"

With a fond smile, Green sighed and gave in to his student. "Ben should begin another transformation before Dr. Weiss goes home for the day. He'll stay with you through that and your father shouldn't be too long at the meeting. I'll take one of the suites and I'll be back in a few hours."

Half a dozen security officers remained with him, but when Dr. Weiss finally went off duty Dexter was as close to alone in the lab as he could be at present. Hating having to wait, hating this feeling of helplessness, hating the fact that for all his brilliance he could not do more to alleviate his friend's suffering, Dexter approached the plasma cage on the far side from the control panel. Ben, Humongousaur once again after his last transformation, hunched in the corner, twitching and moaning but too worn down to move. Dexter sat on the floor as close to him as the field would comfortably allow and gazed at his best friend through the glowing wall, wishing he could touch him even though he knew it would be pure folly to try at this moment. Touch, he knew, was vital to Ben and an important aspect of how he communicated. Dexter could appreciate the need. He tolerated physical contact from only a handful of people he trusted, but he craved the affection and touch of the few people he loved.

"I'm so sorry this is happening, Ben," he said softly. "You especially don't deserve this."

The Vaxasaurian stirred and let out what was for him a little hiss, so at least Dexter knew he had been heard.

"I've missed you. I know it hasn't been too long since you were here last, but I still wish I could see you more often. You have no idea how nice it is to talk about _things_ now and then and not business or experiments or how many people have died because of Lord Fuse. When you're around things just seem so . . . so normal."

Cold green eyes glared at him. Dexter smiled sadly, not in the least put off. Though the hulking reptilian creature was of gigantic proportion and strength, to the boy genius it was still his best friend sitting behind the plasma screen.

"We can't even sedate you through this. Really, Benjamin, how do you sedate a creature made of crystal? Or a dinosaur? Or one whose physiology changes every twenty-six minutes?" He watched, knowing that another transformation was just moments away. "Do you understand anything of what's happening? Can you understand me when I'm talking to you? For real, I mean, not your usual teasing and claims that I sound like I escaped from from a gulag. I have no idea where you come up with these things. Do you know how much it hurts to see you go through all this? I can't tell you how much I want to pitch Kevin into the Pacific and be done with." He shook his head, frustrated, and then looked up again. "It kills me that he did this to you and couldn't even confess to it. I had to wring it out of him. No, Kevin doesn't like me in the least, any more than your cousin does. She never has, has she? Not that I care what they think, but I know it matters to you. I'm not what they want to deal with and I made Kevin take responsibility. He owes you a great deal, Mr. Tennyson, starting with an apology." He eyed the Vaxasaurian. "What do you think would happen if Kevin absorbed, say, a radioactive isotope? Perhaps something unstable like Californium? Nobelium? Seaborgium? You know, something with a half-life of less than a few nano-seconds."

A sigh escaped him. He was venting and he knew it. Still, it felt good to get his frustration out of his system. With Ben he didn't have to be guarded and the things he said and did wouldn't be used or held against him. He flinched as a crackle of energy swept over Humongousaur, forcing a weak, hoarse howl from his throat.

"Oh, Ben," whispered Dexter, pursing his lips to keep his chin from trembling. Did pain even hold any meaning for the brunet at this point? Was Ben even Ben anymore?

He watched for a few moments as the transformation slowly warped the young man. The huge sauropod was shrinking and changing, his tail slowly vanishing and his skin growing dark and smooth. A humanoid form was emerging from the aftermath of the malfunctioning Omnitrix. Dexter watched, expecting Chromastone to appear until he could not take the fading screams anymore and looked away, sick of bearing witness to his friend's suffering.

The cries stopped with an abruptness that was every bit as alarming as the screams themselves. Frightened for Ben, Dexter scrambled to his feet and then fell back a few steps, astounded.

That was _not_ Chromastone. The humanoid figure hovering in the plasma cage was an alien Dexter had never seen before, though he recognized it from the descriptions Ben had given him. Tall, perfectly formed, his skin was pitch black and spangled with points of light like a starry night. Three horns crowned his head, sweeping back from his face, and his unblinking eyes glowed faintly green and cold.

_Alien X._

The most powerful being in the Omnitrix . . . and therefore the universe. Dexter knew Ben avoided assuming this alien's form for that very reason. There was nothing that Alien X could not do. It was the mightiest and the most impossible form available to Ben because it was always a debate to get Alien X to do anything. It was comprised of three personalities - including Ben - that rarely agreed, and agreement was necessary for it to act.

He stepped back, his heart racing. Alien X could bend time and space to its will and had the power to create or destroy. Anything it chose to do, it could do - from wiping out worlds to altering history to changing the very nature of existence. Nothing Dexter did would be able to hold the Celestialsapian if it chose not to be held . . . but then, it could fix Ben and the Omnitrix with a thought.

"B-Ben?" His voice was a faint whisper. Was this a chance to contact his friend, to heal him? Would Alien X be transformed in minutes or would he keep this form? Dexter had no idea of what to say or do or what he wanted at this moment. "Ben? Can you hear me? Please?"

**OoOoOoOoOoOoO**

"Ben, how nice to – Ben? Ben? Belicus, why is he screaming like that?"

"How am I to know? I suppose he managed to break his mind along with the Omnitrix. Foolish boy."

"We should fix it."

"Why?"

Adrift in the cosmos within and without their body, Serena sighed at her companion's constant stubbornness. Belicus's purpose was to oppose her, of course, just as hers was to oppose him and thus help maintain balance in the universe, but there were times when being a little off balance was called for. Ben's scream faded to a whimper, leaving him listless and drained and not his usual animated self. Both aspects of the Celestialsapian gazed at him, one with concern and the other with disinterest.

"Well, I think he'd be able to talk then, rather than that little squeak he's making."

"Why would I want to talk to him? Or have you forgotten that he called us useless?"

"He's a child!"

"Let him learn respect, then."

"He's in pain! He's not going to learn anything in this condition!"

"Which is a lesson unto itself."

"I move we fix him."

"I oppose."

"You're impossible!"

"I've thinking the same about you for the past six billion years."

"Look at him, Belicus! Like it or no, he's part of us."

"Definitely no," the belligerent male replied, glaring at the small figure floating before them. Even Belicus had to admit the boy looked awful. Curled in upon himself, skin pale, limbs trembling, his eyes glazed and unfocused, Ben Tennyson was a wretched, pathetic sight. It wasn't enough to make the Celestialsapian want to do anything, however, especially since Ben was more inclined to agree with Serena than him.

"We should do something to help," admonished Serena. "He is our voice of reason, after all."

"I'd much rather get back to deliberating the fate of the Lesser Magellanic Cloud."

"That's a few billion years in the future, Belicus. Ben is here, now."

"Yes, and still making that annoying mew."

"He seems to be injured. Perhaps he needs more space. He – we - seem to be in a cage."

"Cage?" Belicus looked about, scanning the area around them and seeing both space and the depths of the laboratory. "Why is he caged? He's helpless. Useless."

"I don't know why he's in here, but I don't like the notion of us or him being held in such a silly little pen. I move we free him."

"Seconded. Motion carried. Further, if he's a prisoner, I say we punish whoever is holding him."

"And I say we find out why he's being held and by whom before we do anything rash."

"Freeing him might be rash, but we may as well."

"All right. Oh, look! There's another one of Ben's race."

"I didn't think they came any smaller than him. What is it doing?"

"I think it's frightened."

"You think everything smaller than you is frightened, Serena. Let's look into its mind."

"We could hurt it."

"Then I move that if looking into this creature's mind – if it has one – does any harm, we immediately repair it."

She hesitated, but her curiosity was aroused and her concern for Ben was genuine. "Seconded."

**OoOoOoOoOoOoO**

For the longest time the Celestialsapian was silent and stationary as it hovered a few feet above the floor, as menacing and unreadable as a sphinx. Dexter felt panic slowly creeping up upon him. He struggled to keep his breaths steady as he stepped back towards the wall, staring at the majestic black figure in the plasma cell.

Softly he called, "Schmitt? Pender?"

The guards were too far away to hear him over the hum of machinery. He wasn't sure of what they could do, anyway, or if anything needed to be done.

"Computress, increase power to the plasma fields by fifty percent."

"I'll have to shut down DexCorp Plant III."

"Do it."

How long before the Omnitrix forced Ben to change forms again? For once it couldn't happen soon enough. There was absolutely no telling what Alien X might do. The other aliens were at least somewhat familiar and predictable in their conduct, but this being was beyond Dexter's ken.

The field grew brighter as power to it increased. Dexter stared with mounting anxiety, sensing his efforts were futile and knowing full well he could never escape if this creature wanted to catch him. He held his breath as he detected movement from the Celestialsapian, and slowly Alien X turned its head and looked at him with what seemed to be interest. For one of the few times in Dexter's life, fear – or perhaps it was sense - overrode his fascination.

"Ben?" he prayed in a very small voice, almost sick with fright. "Ben, is that you?"

**OoOoOoOoOoOoO**

"Oh! It knows Ben!"

"It doesn't look very happy about that fact. Not that I blame it. And what is this light?"

"I think - yes, I think it's plasma. How clever and pretty."

"Wasted effort."

"Do you think this little thing could be a friend of Ben's?"

"Maybe it's his pet. Has he reacted to the noise it's making?"

"I don't think Ben understands what's happening at all."

Belicus looked down at the blank green eyes. "For once I agree without deliberation."

**OoOoOoOoOoOoO**

The star-filled being raised one arm toward him. It was close enough to the plasma shield that the energy rippled around its fingers and hand like flowing water. Sensing a threat to her creator, Computress instantly diverted more power to the force field protecting him. Alien X didn't seem to notice, but continued reaching for the boy. She dropped one wall of the cage, then another and then another as she tried to keep the alien away, but there may as well have been nothing there for all the good it did. Dexter backed away until he bumped into the wall, and that contact jolted him to decisive action. There was nothing he could do, nothing the guards could do. Alien X was simply too powerful to contain. Sgt. Morton would be beyond furious with him and Dexter would let the man read him the riot act if he survived, but there was no point in risking his guards even if it was their job to protect him with their lives.

"Computress, initiate Invasion Protocol Beta!"

It was the best he could do. At least Computress would remain intact. He would be trapped in the lab, yes, but so would Ben. He prayed that Computress and the laboratory would be enough to contain him until the Professor found a means of fixing the Omnitrix. If his friend escaped, Dexter could only hope he did not kill the six security officers down here with him. Unarmed, he had no chance against a rampaging Ben Tennyson unless he could somehow reach his friend through the pain and madness trapping him or persuade Alien X to help. The outlook was rather grim.

"Sir!" cried Schmitt, her voice echoing through the lab. He could hear heavy boots pounding as the guards rushed to protect him. "Sir, get -"

Alarms blared as Computress carried out her orders and started sealing the laboratory. One of the pylons exploded in a shower of sparks and shrapnel. The plasma field dropped and the laboratory was plunged into darkness as Computress' systems were overwhelmed. The guards shouted and stumbled to a halt, fumbling for their flashlights. One of them smashed into the chemistry storage shelf and the sound of shattering glass filled the lab. Beyond that, booming echoes ricocheted through the vast space as the blast doors dropped into place, sealing the exits and isolating various departments within the lab. Not only were they trapped inside, but Computress' controls were sealed off. Until she reset her systems and restarted, she was little more than an automated system, but at least she would be safe.

"No!" Schmitt screamed. Dexter had a brief glimpse of her flashlight as the security guard ran toward him. "No, no, no -"

A resounding boom filled his ears as the heavy doors came crashing down, cutting him off from the rest of the lab. He could hear muffled shouts and hammering on the door and quickly dismissed the disturbance in light of more pressing concerns – that being he was cornered by his crazed best friend who was presently in the body of the most powerful life form in the whole of creation. He knew Alien X stood right in front of him because the blackness was filled with an infinity of stars. Something warm brushed against his cheek.

And then time stopped.


	17. Invasion Protocol Beta

**Chapter Fifteen: Invasion Protocol Beta**

"Any reports back?"

Mandy scowled, plainly wishing he'd have some patience. She spoke very precisely in reply, as if she was addressing a slow child or a smart dog. _"Nothing yet, Professor. Bubbles stopped a collision from happening over on Sheridan Highway, but that's about it. Give them more than fifteen minutes, okay? They'll call in if they find anything."_

Utonium sighed, nodding his thanks for the update as he turned off the comm unit. He knew he was annoying Mandy and he frankly didn't care in the least. Not while Ben was in this condition. He was pretending to work in his genetics lab, but in reality he was just staring at the notes taken during the meeting with Gwen and Kevin and worrying. He was sorely tempted to return to Dexter's underground laboratory, but he could tell that his ward badly needed time to think and to get a grip on his emotions. Despite his anxiety, the Professor was willing to give him the room he needed. Besides, he needed to be up here when Albedo arrived.

He was almost concentrating on his present course of research - a means of permanently destabilizing Fusion Matter - when the first alarm went off. It wasn't loud, but then it didn't need to be. He recognized the sound and his panic was almost instantaneous. In that instant a 3-D image of Computress' robotic form appeared in the center of his lab. The hologram was grainy and flickering and her voice was tinny.

_"Warning. Emergency shutdown of DexCorp Plant III required. Diverting power to main lab."_

"What? Computress!" he called desperately. Three comm cubes sprang into being before him as department heads reported in, but Utonium ignored them as realization hit: Dexter was increasing power to the plasma cage. "Computress, what's happening?"

_"Warning,"_ said the super computer's voice, switching to its normal tone as an automated response was triggered. A second alarm, different in pitch and frequency, joined the first. The recording was frighteningly bland. _"Invasion Protocol Beta has been initiated. Sealing off sub-levels five through twelve. This is not a drill. Warning. Invasion Protocol Beta has been initiated -"_

_"Sir!"_ shouted Sgt. Morton across the comm channel. _"He's sealed the lab. Schmitt and her team are down there, but locked out of his location."_

"Computress!" shouted Utonium, rushing over to the hologram. If he could have, he would have seized her arms. "What's happening?"

The image twitched and grew even more unsteady. Her voice slowed to a low, drawn-out drone. _"System overload. Shutdown required. Initiating Invasion Protocol Beta."_

"Wait!"

The hologram flickered out of existence. For a moment it seemed as if all of DexLabs staggered, then automated systems immediately kicked in. The comm cubes vanished along with her, and Utonium immediately activated the communicator he wore on his wrist.

"Chip, where is Green?" He was already moving at a run, heading for the central elevator core.

_"Trying to raise him now, sir," _the chief of security replied._ "He left the lab about an hour ago."_

"Get him. Tell him to meet me in the emergency access shaft. I'm heading there now."

Computress was shut down, though fortunately her memory had not been dumped to protect the information she stored. Ben must have escaped the plasma cage somehow. It was the only logical conclusion for such an extreme response. He was out and Dexter was desperately trying to keep him confined. A sickening feeling of dread swept over Utonium. It was so strong he almost stumbled and he felt his chest tighten as he fought to keep his breathing under control. Dexter was alone against a rampaging Ben Tennyson. The horror, the possibilities he imagined were overwhelming. Even if he had been armed to the teeth, Dexter would not stand a chance against Ben. He lacked the older teen's fighting experience and the Professor knew there was no way that Dexter could or would raise a hand against his best friend.

The elevator seemed to take an eternity to arrive, and despite the half dozen children in it who trying to get to their quarters, he used his ID to override the controls and went directly to the lobby. He ignored their whines and complaints before the doors opened and he hurried through the plant-filled entrance and up the stairs to the executive offices. Morton rushed to catch up with him.

"Sir!"

Utonium didn't stop, forcing the sergeant to jog after him. "Where's Roy?"

"On his way. Pender just called in. They're in pitch blackness down there."

"Tell them to hold on. The emergency lights should be on in a few minutes. Computress' systems got overloaded."

"But she's shut down," confirmed Morton.

They reached the end of a long, rarely-used corridor and Utonium used his ID again to unlock a heavy, sealed door. Morton helped him to haul it open. An earthy, dusty smell reached their noses as they looked into the blackness, barely able to make out a staircase that reached all the way down to Dexter's laboratory. For months this had been their only access to the lab while the elevator system was being built. It had a number of names, not all of them fit to be printed, the most common of which were _The Highway to Hell _and _The Stairway to Heaven_, depending on which direction you were heading and how much equipment you were hauling.

"That's part of IP Beta," Utonium said. "Be glad she didn't do a systems dump or she'd be out of commission for a week or more. As it is, I just have to get down there and reboot her. Give me your flashlight."

Morton looked into the blackness, then at his boss. "You're not going down there alone, sir."

"Catch up when Green gets here."

"Professor-"

"My son's down there, Chip, and he's locked in with an out-of-control shape shifter that's more than capable of killing him. Right now I'm the only one that can reboot the systems and lift this protocol to get him out of there." He held out his hand. "Give me your flashlight."

Reluctantly, Chip obeyed. A thought struck him.

"Want my sidearm, too?"

**OoOoOoOoOoOoO**

"I knew it. He _did_ break his brain along with the Omnitrix."

"It was broken for him, Belicus."

"At least this little one's mind is structured. Ben's is a mess."

"He's hurt!" she defended.

"Do you actually think his thought process is any more organized when he's not broken, Serena?"

For that she had no answer, but she was not really interested in arguing at the moment. The small one – Dexter he was called – was a treasure trove of information about earth and humans and Ben. Captured in that last instant of time in the laboratory, he stood before the trio of beings that comprised Alien X like a living statue. He was looking up in surprise with his eyes wide and lips parted in a soundless gasp. Not far from where he hovered in the vastness of space that was within and without the Celestialsapian, Ben Tennyson lay prone, almost at Dexter's feet. The Wielder of the Omnitrix was too helplessly, hopelessly tormented by the energy and pain coursing through him to notice the presence (if Dexter's state could be called that) of his best friend.

And they were best friends, a fact which Serena found to be sweet and endearing. She and Belicus had looked with interest (great on her part, not so much so on her counterpart's) at Dexter's mind - something they would never dream of doing to Ben, but they both readily did to Dexter - and his memories of their Voice of Reason. Belicus had declared himself the furthest thing from astonished that their friendship should have had such a rocky start, especially since Dexter was Ben's intellectual superior.

"Intellectual superior, yes," she agreed to sooth Belicus' grouchiness, "but Ben has many skills this little one aspires to."

"Proving his intellect is flawed despite his ability to function at a higher capacity than the majority of his kind."

"You're just bitter Ben called us useless."

"What of it?"

True to form, Belicus swept through the boy's vast knowledge, tracing each line of thought and understanding from beginning to end. He would not admit to as much, but there were some things even he was able to glean from Dexter's mind. Certainly the boy was sage enough to surround himself with people both wise and caring. Serena, on the other hand, focused on his emotions and relationships with these same people. Some delighted her, some were alarming, but she kept returning to the bright, warm thread that connected these two boys who had so little in common yet so much to share. It was in her nature to relish the aspects of events and emotions that comprised their great regard for one another. She likened these small pieces of friendship to the facets of a jewel, for truly the sum of the whole was greater than the sum of the parts.

"So this little one is trying to help fix Ben. That's very sweet, don't you think?"

"Considering it was his creation that did this, it's the least he could do."

"That's not fair! He didn't make the situation that hurt Ben. Look!"

Unconscious of any sense of privacy or a need to gain permission, she projected flashbacks from Dexter's memories that encompassed the boy's whole experience of events, from images to words to emotions and smells and sensations as he learned how to truly be a friend. Eating chili fries. Failing utterly at handball and laughing as Ben tried not to laugh. Watching Ben horse around on the hover board prototype. The crushing loneliness of watching Ben leave to go back to the front. Pouring over reports and casualty lists from the field, desperately seeking any word on his friend. The relief of hearing from Ben, the fear of ever losing him. The long, painful series of events that brought both boys to this moment frozen in time.

Even now, hearing his friend's accent from days past, some of the tension drained from Ben. He did not relax, but at least the pain and fear was lessened for a brief span.

"He cares so deeply! We should help him."

Belicus made a noise of disgust. "Why? He's a liar."

"Liar? How?"

"He lets the world think he's the biggest threat against this Lord Fuse that's invading the earth."

"And how is that a lie?"

"He believes otherwise." Like Serena had before him, he tore through Dexter's memories and projected an image of a dark-haired man with mild gray eyes. "He thinks this human, Utonium, the one he calls his father but isn't, will be the one to undo these Fusions."

"So he's protecting him. How is that wrong? Besides, that's just his opinion."

"For someone so arrogant and egotistical to acknowledge someone as their superior, it's probably true. The little one will win battles, but he feels it's his father who will win the war."

"I still move that we help him and Ben."

"Denied. Dexter is quite capable of assisting Ben on his own. He's already on the right track. He doesn't need us. I move we release them both and let events progress."

Serena hesitated, knowing that eventually they would have to set this distraction aside and return these boys to their own time and reality. Without Belicus' consent she could do nothing for Ben, and if Dexter had figured out what to do . . .

"Agreed."

He graced her with one of his rare, smirking smiles. "Good vote."

Serena looked at the immobile boy. Gently she said, "Be brave, little one. And now return."

Time resumed from where they had stopped it in the lab, but to the shock of both beings, Dexter collapsed to the floor in a graceless heap at their feet. They stared in astonishment to see blood come from his nose and ears and he seemed disinclined to do the things they usually associated with living beings, such as breathe.

"Oh, dear."

"He wasn't like that before. Is that normal?" wondered Belicus, rather miffed that Dexter would go on stubbornly refusing to respond.

She shook her head. "I don't think so."

**OoOoOoOoOoOoO**

_"Patrick!"_

There was a desperate edge to Kilroy Green's voice as he called down the stairwell. Utonium skidded to a halt on the landing between sub-levels four and five.

"Down here!" he called back, his voice reverberating off the cement walls.

"Where are you?"

"The blast doors!"

"Stand back!"

He hurried back up the steps a bit, knowing what was about to happen. He looked away, shielding his eyes as Dexter's demonic tutor transported himself to the landing at level five in the blink of an eye. A tall pillar of flame briefly illuminated the shaft and he felt a rush of heat that vanished almost instantly. He hurried downwards, coughing at the smell of smoke and brimstone that always accompanied Green when he moved about in this fashion. Security at DexLabs discouraged this mode of transportation since he tended to activate the fire alarms, but right now that was the least of their worries.

"We've got to get this open," Utonium said without preamble, heading right for the keypad on the door. "Hold this for me."

He handed over the flashlight and began the lengthy clearance process to open the second – or second to last – layer of security to the laboratory. He barely glanced up when Chip came pounding down the stairs a few minutes later. A little winded, the former Navy SEAL gave Kilroy a glare as he lost this round in their never-ending battle for pointless one-upmanship.

"Cheater," he muttered.

"Slow poke," Kilroy shot back quietly.

The Professor just shook his head, knowing they were blowing off steam. They were all frightened, and though no one said as much, they all feared the very worst.


	18. Alone Together

**Chapter Sixteen: Alone Together**

There was a very long pause as Alien X gave Dexter every opportunity to demonstrate he was still alive. The Celestialsapian was destined for disappointment. Nothing happened except the blood stopped dripping from his nose.

Belicus frowned. "Did we do that?"

"I think we must have." Serena gave him an anxious look. She had not expected their curiosity to be so devastating. "I'm rather glad Ben's insensible right now. I'd hate for him to see this."

"I suppose we could have been gentler. Well, let's fix him and let him be on his way."

"Agreed. Shall we-"

She broke off as Ben stirred, twitching with pain and fatigue. A hoarse cry escaped him as a wave of green energy enveloped him.

"Oh, not that again," grumbled Belicus. "And he called _us_ useless? He's done nothing but lay there and whine this whole time."

Serena ignored his grouchiness. She rather suspected Belicus was upset that they had already agreed to fix Dexter if damaged, robbing him of another chance at deliberation. As if he needed more points to argue. "I think that perhaps we should hurry. The Omnitrix _is_ acting strangely."

Ben let out another pained shout, his brief respite ending as the Omnitrix started another transformation cycle.

"_Now_, Belicus," urged Serena.

"Should we put that blood back?"

"I think we should restore him before Ben changes into another alien and we'll be defaulting on our agreements to free Ben, fix Dexter if we broke him, and to put both boys back and let time progress."

Less than pleased, the Voice of Anger and Aggression sighed, "Why do we agree over such trivial things?"

A high-pitched, animal scream rang out, torn from Ben's throat.

_"Belicus!"_

"Fine. Let's repair the arrogant little-"

He broke off as Serena cast him a searing glare for the ages. Together they focused on restoring Dexter to that moment before time stopped. The effect was instantaneous – his breathing resumed, his blood circulated, and consciousness accompanied by the worst headache on record made itself known. He groaned, stirring.

"Not him, too."

"They're children, Belicus. They're apt to complain now and then."

"Has Ben ever stopped?"

"You certainly haven't."

**OoOoOoOoOoOoO**

Dexter lifted his head and immediately regretted it. He must have passed out and in falling, struck his head on the steel floor. He'd never known so much pain in his life. It seemed far worse than just toppling over could explain, because he felt as if he'd been beaten in the head with something hard and heavy. For several long, disoriented seconds he wondered if that was himself screaming before he remembered where he was, why, and with whom.

Ben. Ben had turned into Alien X. The Celestialsapian had touched Dexter's face and then . . . well, here he was on the floor and there was no sign of the strange alien. How long had he been senseless? His face felt wet, and he licked his lips and tasted blood. To top it off, his glasses were gone. Granted it was pitch black in here, but he knew power would be restored eventually and the lights would come on again. Hopefully he'd still be alive to enjoy it, however briefly.

He made a mental note that if he got out of here, his next pair of glasses would have night vision capability.

He recognized the tone of the screams filling the chamber he'd made. Spidermonkey was the alien of choice this round. Of all the forms Ben could assume, Spidermonkey was the one of which he was most leery. The Arachnichimp combined two of Dexter's greatest fears – spiders and animals – into one strange, smart-mouthed, and hairy package. Luckily Ben recognized many of Dexter's fears and had the decency not to call him on his multitude of phobias, but avoided turning into Spidermonkey when volunteering to help with an experiment called for an alien or he was horsing around.

Invasion Protocol Beta was designed to contain a disaster and preserve Computress. Dexter had understood the necessity of having such a measure, just as he understood that it was possible for him to be a victim of his own engineering. He was trapped down here with a pain-crazed alien creature and without light there was nothing he could do to lift the beta protocol. Professor Utonium was his only hope right now. Luckily he was the first one who would have been alerted to the situation, but Dexter knew it would take time for him to get down here. All he had to do was survive until his guardian arrived.

Survive. That was all. Suddenly it seemed an immensely tall order.

He swiped at his bloody nose with his sleeve, disgusted by the smell. If he could smell blood, Spidermonkey could too. What exactly _did_ Arachnichimps eat? Dexter had a horrible feeling that he knew the answer to that, though he did not want to face the idea that he was probably on the menu. Poor Ben was going on purely animal instinct right now, and he hadn't eaten or slept since before this all started. Dexter hoped he wasn't so small and tempting a target that Spidermonkey couldn't resist catching himself a snack.

Straining his eyes at the darkness, fighting the nausea caused by his pounding headache, he tried to catch that tell-tale glow of the Omnitrix symbol or the faint aura of energy that had trapped Ben in transformation mode. Suddenly his breathing seemed incredibly loud and he felt for sure that his pounding heartbeat was audible. Ben had stopped screaming. The silence that followed was even worse.

Slowly, carefully, Dexter stood, mindful of his direction. He had never known such total darkness before. Would Spidermonkey be as blind? Probably, but then the Arachnichimp depended on more than his vision to hunt.

If he had collapsed forward (most likely) then the wall should be a few feet behind him. It wasn't much, but he'd feel safer with something solid behind him and it would give him a better idea of where he was in the chamber. There was no battery-operated equipment in the area to provide him with any light, and he was mentally tallying what was available. Not much. He'd cleared everything out of here to make room for the plasma cage.

Sliding his booted feet on the floor, Dexter kept one hand extended behind him as he backed up. A rush of fear made him shiver when, after ten or so steps, there was no wall. He must have gotten turned. He closed his eyes – a useless gesture, he knew, but instinctive – and swallowed the panic rising in his chest. He forced himself to keep calm and keep moving slowly backwards. Sooner or later, he would reach the wall.

Dexter bit back a little gasp of relief as his extended hand finally touched a smooth, cool surface. Turning a little, he lightly ran his hand up and down, searching for any features that would tell him where he was. Nothing. He slid his hand to the left.

Abruptly his hand was stuck. Alarmed, he tried to pull away but he was held fast by something sticky.

Spider web.

He sucked in his breath, jolted out of his silence. Twisting to the right, he smacked into something warm and hairy and solid.

_Spidermonkey._

**OoOoOoOoOoOoO**

"This is taking too long."

"Patrick, you can't make the system work any faster than it is now."

Utonium glared, hating that the fire demon was right as they waited for his clearance to be processed. With Computress shut down it was a glacial process even though it was simply a matter of a few minutes. Not in the least offended by his friend's response, Green looked back at him with a calmness that would have been infuriating coming from anyone less. He knew full well that Kilroy loved Dexter dearly and that he was as frightened for him as Utonium, he was simply more patient. An idea hit the Professor, and he faced Green squarely.

"You're right. It's too slow. It's time to go around the system."

"Sir?" queried Morton, already hating this idea. He glanced between the two scientists, not at all attuned to their nerdish wavelength because without another word spoken, Green seemed to grasp Utonium's meaning.

"No. It's too dangerous."

"Tell me about dangerous right now, Roy," invited Utonium sternly.

Green opened his mouth to reply – and had no argument.

"Somebody mind telling me?" asked the security chief.

"He wants me to transport him down into the lab," Green provided. Without looking away from his boss, he shook his head. "I'm a fire demon. I can take the heat."

"And I'm willing to risk it," insisted Utonium.

"I'm not. Chip, back me up."

"Sorry, Mr. Green," Morton said, meaning it. "I work for Dexter, not his father. His safety is my top priority."

"Good answer, Sergeant," said the Professor, and Morton was allowed to keep his job.

Pleaded Green, "You could be killed."

"_Dexter_ is going to be killed."

For a long, anxious moment no one spoke or moved. Suddenly Morton's wrist communicator came to life, breaking the tension.

_"Sir, it's Schmitt," _called the young woman trapped down in the laboratory. Her stress levels were evident in her voice.

"Report."

_"We've got some lights. Not many. All these partitions are blocking the emergency lights."_

"What about Dexter and Tennyson?"

_"They're sealed in. We can't get to them at all. We keep hearing screaming. Pender's been here all day. He thinks it's that monkey thing again."_

"Spidermonkey," breathed the green-skinned demon. Utonium pressed his hand to his mouth, turning away to hide his distress.

"Hold on, Schmitt. Keep your position. We're getting to you."

The sergeant lowered his arm, gazing at Kilroy Green and silently willing him to act. Green had a wild, desperate look about him, and then he abruptly made his decision. Moving quickly, he stripped the long cape he was wearing from his shoulders.

"Here." He threw the garment around Utonium's shoulders and instructed, "Fuu, guard him from the flames as best you can."

Morton frowned, letting his doubt of Green's sanity come shining through. "Are you talking to your . . . cape?"

"Yes, and it's not _just_ a cape," snapped the demon, wrapping his friend tightly before scooping Utonium up into his arms as easily as he would have lifted a child. "Pat, I'll count down from three. Hold your breath. I'm going to aim for Dexter's work station. Chip, cover his head."

"Be safe, sir," he said, making sure Utonium was as covered as could be hastily managed, then added, "Sirs." He could only pray this cape didn't turn into a shroud. It was strange stuff and didn't feel like fabric and to Chip's surprise, it was quite warm. Over the figure bundled in Green's arms, the teacher and the guard exchanged a look of understanding - Kilroy had to succeed.

"Try not to move. Get back, Chip. Three. Two. Pat, hold your breath. One!"

And for all three men, the world erupted in flames.

**OoOoOoOoOoOoO**

An ear-splitting scream rang out, right by his ear. His own voice rose up along with Spidermonkey's to reverberate off the metallic walls. Terrified, Dexter yanked his hand free of the glove and shoved himself bodily away from the alien, thrusting the Arachnichimp from him with strength drained by fear. He stumbled, falling to the floor, and scrambled to his feet again. His bare left hand tingled slightly from the brief contact. Great Einstein, what was this doing to Ben's nervous system? His mind?

Silence again. He was being hunted.

He had lost his bearings along with his nerve, and desperate fright gripped him. How long until Ben changed? What if his father was delayed somehow? What would-

Spidermonkey rushed past him, deliberately clipping him on the thigh and knocking his leg from beneath him. Dexter spilled to the ground, not quite able to prevent smacking his head anew. Being quiet seemed pointless, and Dexter let himself groan as he rolled to his side.

"Ben?" he called, wondering at the flashes of light at the edge of his vision. He blinked and the flashes faded. Concussion? He had no time for such distractions. He knew there was little chance of it, but perhaps he could reason with his deranged friend. "Ben, it's me. Dexter. Your friend."

His voice echoed slightly and to his own ears he sounded afraid. That was an understatement. Should he go on speaking and risk missing the sound of another incoming assault? He didn't stand much of a chance as it was. There wasn't much he could to do to alter his situation.

"I know you're in pain. I felt a little of it just now. I'm trying to help you. Please, let me help you," he added softly. "I know understanding won't come easily for you. I know you're frightened, Ben. I am, too. I – ahh!"

Something struck him with tremendous force between the shoulder blades, knocking him flat. There was weight on his back, and when he rolled over to regain his feet, his lab coat stuck to the floor. More webbing. Wonderful. He had a revolting, terrifying vision of being cocooned in the sticky stuff. Hastily he peeled off his other glove and shimmied out of the white coat, leaving it behind. He felt strangely vulnerable without that additional layer of clothing, but if Ben was determined to get Dexter's wardrobe, he was welcome to it.

He gritted his teeth. His head was pounding and now his back ached as well. Crouching low, he once again tried to spot that green glow surrounding Ben.

"Ben, it's me. Dexter. Your friend. Remember how you saved me from the Fusions? All those chili fries we ate? Working on the hover boards? Video games? We spend a lot of time down here. I think -"

There was a rush of motion and a chittering shriek as Spidermonkey collided with him. Powerful arms – four of them – lifted Dexter and forcibly threw him. Helpless, he flew through the air a few yards and landed with a crash. Before he could recover, the Arachnichimp was on top of him, his slight weight landing with surprising impact as he screamed and scratched at his victim. Long claws raked Dexter's side, snagging in the weave of his heavy sweater.

"NO! Ben, no!"

Dexter desperately tried to twist and get away. His groping hand landed on a scrap of metal and plastic – the remains of the decontamination unit that Humongousaur had destroyed hours ago. Dexter closed his fingers on it and swung wildly. He felt the impact against the alien's side in his arm. He lost his hold on the makeshift weapon, but it served to keep Spidermonkey off for a few moments. Struggle though he might, Dexter could not dislodge him. The satisfaction of striking back quickly vanished as he remembered this was his best friend and Ben had no control. That certainly didn't mean he was going to let himself be killed . . . not so long as he could prevent it, of course. It didn't seem like that would be a very long time.

Renewed pain tore another harsh, primal scream from Spidermonkey's throat. He gripped Dexter with all four hands, his sharp nails drawing blood. Vainly Dexter tried to pry at the grasping hand that tightened around his throat. Even exhausted, Spidermonkey was many times his strength. The Omnitrix's energy was like an electric current coursing through his body, making him feel an odd, painful numbness. He could see a faint outline of his attacker, like greenish mist before him, and flashes of light that were visible only to himself.

"Ben," he gasped, turning his head as best he could to relieve the pressure on his windpipe. His small fingers worked between and beneath Spidermonkey's hand. "Ben."

A savage hiss and a growl answered and the hold tightened.

"It's me!" he wheezed. "Dexter!"

Weakened by fear and pain and starved of oxygen, Dexter's hands began to slip. He grasped the hand at his throat instinctively even though touching Ben right now was like holding a live wire. Feedback from the Omnitrix enveloped them both, giving Dexter a bitter taste of what Ben had been enduring all this time.

"Ben, don't!" He was begging with what little breath was allowed him. "Please . . ."

The world was fading. The darkness was absolute. Silence returned. He felt no pressure as first one hand, then the other fell away from the Arachnichimp's. The tension left his body though the green energy did not. He felt light, almost as if he was floating even though he could feel a warm hand resting on his chest. He heard a familiar voice, though if it was in his mind or in his ears, he had no idea.

_Dex . . . ?_


	19. Interlude: Drowning

_**Interlude: Drowning**_

_Darkness. Finally. Deep, embracing darkness, cool and quiet. He plunged into its depths in an attempt to outrun the pain only to be met by a cold, unyielding barrier. Once again he was being held. He was captive still despite the promise the darkness brought._

_Only this time he was not alone in his cage._

_Motion. Shuffling steps. Quick breaths. Blood and fear. He recognized the scent and size of the creature in here. It was the Alpha. _

_His first instinct was to flee his captor, but instinct could not be served in a cage. This was the one that had kept him from the freedom and darkness he so craved. Why was it frightened? Wasn't it the most powerful being here?_

_Or was it?_

_His body tingled at every motion and the touch of the wall beneath his hands and feet was like fire against his skin as he crept down to where the Alpha was blundering about. He could not see, but he didn't need to see – he could feel the shifting air currents as the small thing moved. It reeked of metallic blood, a dizzying, intoxicating scent that made his hunger spike and almost sent him into a frenzy._

_Prey. In the darkness, the Alpha was completely blind. Reduced to nothing more than prey. Anticipation filled Spidermonkey's senses at the notion of stalking and catching this little morsel. He was surprised when it eluded him time and again, forcing him to attack directly. It made noises, too; strange, lyrical sounds that were somehow familiar and comforting. It wasn't enough to save him, however._

_He attacked. The Alpha barely defended itself. He had it pinned. How could a being so soft and weak be so commanding? Where did its power come from? It had seemed so powerful, and now . . . _

_Energy flowed between and through them. The green light that was consuming and driving him touched the Alpha as well, uniting them. The will seemed to drain out of the small creature. He would not fight._

_And neither would Ben._

_For a brief span he was himself, called or brought there by this moment of contact._

_He could not see his friend, but he could feel him. He kept his hand on the boy's chest, feeling his heart beat, his slow breaths as he dragged air into his lungs. Why was Dexter on the floor? Was he hurt? _

Dex . . . ?

_There was a bright point of sanity in the storm, like a glimpse of a distant lighthouse on a wild sea._

Dexter!

_A small hand was laid atop his, helping to keep his head above the waves for a few, precious seconds._

Hold on, Ben. Hold on. We're coming.

_Then the green light overwhelmed them both and they were torn apart. Dexter was thrown aside, unable to follow as Ben Tennyson was cast back into the tempest, pulled down by irresistible currents._


	20. Shock Therapy

**Chapter Seventeen: Shock Therapy**

"Dexter! _Dexter!"_

Professor Utonium. President of DexCorp. His legal guardian. His dad. His voice seemed to be coming from very far away even though he had to be close by. Dexter knew the feel of his father's hand on his cheek, could hear the anxiety in the man's quiet tone. Why did he smell like brimstone? Confusion and disorientation accompanied awareness, though he could not really claim to be fully awake. He opened his eyes to a blur of light and colors. Light? Where had that come from?

"Sir! Professor, is he all right?"

"He's in shock."

Who was? Dexter felt strangely detached, but not in shock. Could the Professor be talking about Ben?

"Ben?" he asked. His voice wasn't nearly as clear or loud as he thought it would be. He wanted to frown in disappointment but he was immediately distracted as he felt himself being lifted. Strong, gentle arms cradled him and he felt oddly weak. Instinctively he tried to hold on but only succeeded in hooking his fingers in the collar of the Professor's lab coat. Close enough. Staring upwards at Utonium's chin, he stated, "Dad."

"Shh," soothed his father, slowly walking backwards.

Why was he so frightened? Ben would hold on. Dexter had told him to, and Ben certainly knew when to listen. They would fix this. He wanted to say as much, to reassure the Professor that all would be well, but the only thing he managed to say was,

"Dad."

Oh, no, was he stuck in this mode again? At least he wasn't speaking French this time, but his brain seemed disinclined to expand vocalization beyond one syllable at a time.

"A little further, sir. A few more steps and you're out. Don't stop."

Suddenly powerful arms yanked them back and Dexter found himself being lovingly smothered along with his father by his security chief. A loud hum filled the air and the light shifted from white to yellow as the plasma cage was reactivated. Mesmerized, he stared at the shimmering wall of energy, then beyond it to where the blue-gray haze that was Big Chill stood cut off from the world once again. Only three pylons were activated, reducing his cell dramatically. Dexter felt a surge of loneliness for his best friend.

"Sir, what's wrong with him?"

The Omnitrix was malfunctioning. Hadn't Morton paid any attention?

"I'm guessing he's been electro-shocked. The Omnitrix is putting off that energy field. He must have gotten feedback from Spidermonkey."

"Will he be all right? He looks dazed."

Of course Ben would be fine. Anything less was unacceptable. Besides, wasn't he, Dexter, working on a solution? Morton needed to invest more faith in science!

"It's like anesthesia, Chip. It should wear off after a few hours."

No, that wasn't it at all. They had to get the Omnitrix off of Ben . . .

"He's bleeding. Dr. Cardon is on his way."

"Help me. There's a first aid kit by the fire extinguisher."

Bleeding? Who was bleeding? Did Big Chill have blood?

"Sir, you should go to Medical, too."

"I will. I just got singed. It's nothing serious."

"They look like second degree burns on your ankles, sir."

"Maybe."

He shivered as his sweater was lifted and coldness swept over him. A moment later he felt pressure as something was held to his side. Too distracted to pay much heed to the signals his body was sending him, Dexter sighed and relaxed into his father's hold, content in his mind that Ben would be fine. He stared at his best friend and then up at the man cradling him so carefully, his senses blurring as much as his vision until the world went on without him.

"Dad?" he asked faintly.

He felt the press of a kiss on his head before he lapsed further into this foggy stupor. Darkness gradually stole upon him, but it was nowhere near as complete as before.

**OoOoOoOoOoOoO**

"Incoming holo-call fore you, sir."

"I'll take it here, nurse."

Still carrying the medical chart he had been studying, he stepped over to the comm unit in the hall outside Dexter's room and accepted the incoming call. Immediately a foot-high hologram of Mandy sitting at his old desk in the executive office appeared. She looked impatient as was usual, but rather satisfied at the same time.

_"Professor Utonium, we just got word from Number One – Levin and Tennyson have Albedo and they're transporting him back here. ETA in ten."_

"I'll meet you in your office."

_"I'll have them bring him here."_

"Good. I'm on my way."

"Pat?"

He turned off the transmitter and faced Dr. Cardon, saying, "Ben's Galvan twin is here. Hopefully we can get him to talk immediately."

The gray-haired man crossed his arms. "I'm sure you can manage it. Try not to walk too much, okay? I've got enough patients. I don't want another unless it's Tennyson again."

"I'll do my best. Keep me posted on Dexter."

"Don't worry. He just has to shake this off, maybe even get some sleep, and he'll be fine. Sore, but fine. I'll let you know the moment he starts howling to get out."

He nodded, faintly smiling at the accurate assessment. "Tell Morton to stay put when he gets back here."

"Will do."

He handed back Dexter's chart and walked slowly and stiffly toward the elevators. He did not regret the burns on his calves and ankles in the least - the only bits of him that hadn't been fully covered by Green's cape - and he was grateful that he wasn't hurt worse. Through a dimension of fire Kilroy had transported him directly to the place he needed to be most: Dexter's primary work station. It had been a simple (though time-consuming) process to lift the Invasion Protocol and get Computress restarted, and it had been quite some time before Utonium had noticed he was hurt. He and Kilroy had been equally desperate and afraid to lift the crash doors around the cell that had held Ben. Neither man had said anything, but they had harbored the same fear: that Dexter had been killed by his best friend. Relief and surprise had been absolutes when the walls lifted to reveal Dexter bloodied and unconscious, and Big Chill standing as far away from the boy as the walls would allow.

That Ben had turned to Spidermonkey was evident - Dexter's glove was practically glued to the wall and his lab coat was still stuck to the floor (which for the chemists here in DexLabs would be a dream come true). That the Arachnichimp had attacked the younger boy was also evident by the lacerations and bruises Dexter now sported. What had happened to stop Ben, the Professor had no idea, but whatever it was, he was glad his son was little more than dazed (and rather confused) at the moment. Dexter was going to be highly uncomfortable when he snapped out of it, but like Utonium, he would be glad it wasn't worse. Big Chill had neither moved nor made a sound when Utonium retrieved Dexter, and he had not tried to phase through the plasma walls of his cage. Utonium knew Ben was utterly exhausted, but in his heart he knew the boy was rapidly running out of time.

Standing in what used to be his office overlooking the main entrance of DexLabs Headquarters, the Professor watched as Number One, Gwen, and Kevin escorted in a strangely familiar figure, Morton right at their heels with a Null-Void rifle in his hands. Mandy stood right beside him, her arms folded across her chest as she coldly regarded the group.

"You sure you can do this?"

He gave her a long look. "What makes you think I can't?"

"Strong-arming people to get what you want just doesn't seem your style."

The look morphed into something close to a glare. In a sharp tone he snapped, "Give me some credit, Mandy. I'm raising the four most dangerous people on the planet. I think I can deal with one egomaniacal Galvan even if he is in a teenage body."

She blinked, realizing the truth of his words and more than a little astonished by his vehemence. Utonium rarely raised his voice and had never done so with her before.

They both turned as the door chimed and a moment later Assistant Scout Master Slinkman escorted their 'guest' into the office. He studied Albedo with open interest, taking in the stark white hair and red eyes. There was a very telling smirk on the teen's face, a sly expression that Ben Tennyson would never wear.

What had Kevin said? Smart but not clever. Conceited, too, if he was any judge of character. Albedo thought highly of himself and even now he was looking around with aloof disinterest. It seemed he had quite the superiority complex. He might even be able to give Dexter a run for his money.

For a brief moment he envisioned his son and this Galvan in the same room, breathing the same air. It was the stuff of nightmares. Dividing by zero would be safe by comparison.

"I understand you wish to speak to me," Albedo said coolly, his eyes sweeping over Mandy as if she didn't exist. Could the Galvans be sexist?

"We do. I'm Professor Utonium, President of DexCorp International. This is Mandy, Supreme Commander of Earth's Combined Forces. Please, take a seat."

Albedo haughtily lowered himself onto one of the chairs in front of the desk while the other teens took over the sofa on the far wall. Utonium glanced at the security officer. "Sergeant, report to Medical."

He nodded. "I'll send Lee up."

"Have him wait outside the door."

"Yes, sir."

Rightly guessing that Utonium was the one he wanted to deal with at the moment, Albedo demanded, "What is it you require from me?"

The voice, the face was identical, but the inflection and the expressions were miles away from Ben's easy-going, good-natured self. He was . . . alien in every way.

"Your cooperation."

"This is because Ben Tennyson has managed to break my Omnitrix, isn't it?"

"I don't know about _your_ Omnitrix and we're not sure if it's actually broken, but yes, that's the reason you're here."

"Explain"

Time to try something. He crossed his arms and glanced at the blonde girl behind the desk, depending on her ability to be quick on the reply. "Mandy?"

"The Omnitrix is stuck in transformation mode," she blandly explained after a moment. "Right now Tennyson can't return to human form."

Albedo never even looked at her or acknowledged that she spoke. Satisfied, Utonium took over again. "We need you to give the verbal command to remove the Omnitrix from Ben's arm."

"Why would I do that?"

Over on the couch, Levin tensed and Gwen covered his hand with her own. Sensing he had the upper hand, Albedo sneered.

"It's the right thing to do," Utonium replied, but this only produced a sound of disbelief from the Galvan scientist.

"What's right to you is not right to me, Professor. What are you offering in return?"

"Help us and I'll let you leave. We'll even escort you to wherever it is you want to go."

"Please. Your offer is pathetic at best. I can leave here at any time."

"Can you?" asked Utonium brightly. "How? You're a wanted fugitive and you've just been taken into custody by the Plumbers. There are more than thirty armed security guards including rooftop snipers between here and the street and every person on the property is ID'ed and tracked from the moment they step foot on this campus until they leave, sometimes beyond that. It took us a little over an hour to bring you in after we started looking for you, so trust me, we could do it again with ease. Either I let you leave or the Plumbers get to keep you."

Albedo glowered, knowing it was true. "If I help you, I want the Omnitrix in return. I require it to rid myself of this revolting form."

"Oh, right," Kevin burst out, unable to contain his ire any longer. "Like we'd let you-"

Raising his hand for quiet, Utonium said, "It's not mine to give, Albedo. I'm offering you freedom in exchange for a minute of your time."

"I refuse to do anything that would help Tennyson."

"Then why not help yourself? I'm sure the Plumbers would be happy to persuade you to give me what I asked."

The red eyes narrowed and he sneered at the man and his offer. "You'd threaten me?"

"We're not Providence, Albedo," the Professor replied calmly, his demeanor at odds with his words. "I'm stating a fact. I'm sure the Plumbers will be happy to persuade you. Or to let me persuade you." He looked over the Galvan's head. "Kevin? Gwen? You okay with this?"

He caught them off guard, and the two Plumbers blinked at being handed the responsibility. Such decisions didn't fall within with their normal duties, but they were also the only representatives available. Kevin let out a little sound of absolute delight, and then struggled to keep his expression stern and serious as he cleared his throat and said, "Have at him, Professor."

Beside him, Gwen hesitated, opening her mouth to speak. She shut it a moment later and nodded, trusting that Utonium knew what he was doing.

"Last chance, Albedo. I need you to say about twenty words and you'll walk out of here a free man."

He seemed to think these lumbering, stupid, primitive humans with their crude technology and noxious odors could do nothing to affect him. Drawing himself up stiffly, Albedo glared at the Professor. "Do you think you can frighten me, human?"

"Oh, no. I know I can't frighten you. But that was never my intent. There are so many other ways to persuade you."

That gave the white-haired youth pause. "What then?" he demanded.

Mandy smirked, looking forward to whatever came next. Over on the couch, the trio of teens stared in slack-jawed shock. Albedo might not be scared, but right now they all considered him to be an idiot on par with Billy and not nearly smart enought to know when to be scared silly.

The Professor thought of his son recovering up in the medical wing and of Ben suffering through slow torture down in the laboratory. Any semblance of mercy that might have seeped into his feelings was eradicated, replaced by the ruthless determination of a loving father protecting his young. He smiled pleasantly, though the expression never reached his eyes.

"Don't worry, Albedo. You'll find out very soon."

Gwen leaned close to Kevin's ear. "_I'm_ frightened."

He grinned in anticipation. "Yeah, me too. Think he'll let us watch?"


	21. Tea is for Torture

**Chapter Eighteen: Tea is for Torture**

"Bubbles?"

_"Professor! How are Ben and Dexter?"_

"Your brother is asleep right now, honey, and Ben's condition hasn't changed much."

_"Oh. Oh. Is Albedo going to help?"_

"That's what I'm calling about."

**OoOoOoOoOoOoO**

"Hello, DeeDee?"

_"Oh, hi, Professor! How are you? How's my little brother?"_

"I'm doing well and Dexter is resting right now, thank you. I was wondering if I could ask a favor of you."

_"Sure! What do you want?"_

**OoOoOoOoOoOoO**

"Chef Daal?"

_"What can I do for you, Professor?"_

"Sorry to call during dinner time, but it's an emergency."

_"Never a problem, sir. What do you need? A feast for 400 guests? Clamato chowder for one? Nicecream sundaes for the whole army? Whatever it is, I assure you my crew and I are up to it."_

"Actually, I need cakes and cookies for a tea party. And some fancy tea service. Would you be able to make some Rainbow Munchies treats?"

Down in the kitchen of DexLabs headquarters, the old man smiled and stroked his moustache, sensing something was up. _"Give me half an hour, Professor, and you'll have a tea party fit for a queen!"_

**OoOoOoOoOoOoO**

"Sarah? It's DeeDee. Listen, Bubbles and I are having a tea party over at DexLabs. Uh-huh. Uh-huh. Cakes and cookies and real tea and dress-up and anything we want. Ask your mom. Oh, and Sarah? Bring your _Lorin is Explorin' _DVD's, okay? I'm bringing all my Darbie and Pony Puff Princess movies and we can watch all night. The Professor is sending a car to come get me, so I'll have them pick you up, too. Okay! See you in a bit!"

**OoOoOoOoOoOoO**

"Buttercup!"

"Whaaaaat?"

"Where is my _Gushy Gushy Honey Bunny Big Shopping Adventures_ Volume 2 DVD?"

"Ugh! I don't know! I don't watch that! Probably right where you left it."

"Oh. You're right. There it is. Oh, look! Here's _Oogie Googie Doggy Woggy at the Beach_! All six seasons!"

"How can you watch that without getting cavities? My teeth ache just thinking about it!"

"How can you watch those silly monster movies without getting bruises?"

"Silly? Hello! They're not silly, Bubbles, they're research!"

"Uh-huh. Just in case we ever get attacked by men in rubber suits. Now where did I put my Sparkle Plenty CD?"

**OoOoOoOoOoOoO**

His forces were assembled, the battlefield chosen, his soldiers were briefed, and their weapons were at the ready. The enemy was expecting the very worst, but Albedo, sexist xenophobe to the core, had no idea of the forces Professor Utonium could command as he unleashed his Ultimate Weapon:

_Girl Power._

**OoOoOoOoOoOoO**

"Dude, that is _harsh_."

Utonium did not so much as bat an eye. Instead he folded his arms across his chest and quietly said, "He had his chance."

"I am never, _ever_ going to piss you off."

"Language, Mr. Levin."

"Sorry. Sir," he added after a moment.

There were a total of three maximum security cells in DexLabs, all of them spacious and well lit with cameras covering every angle. The largest cell had been transformed by housekeeping and catering from a dull, gray prison block to the pinkest, girliest tea parlor imaginable with balloons, flowers, lace, frills, throws, squishy chairs, puffy pillows, sparkly streamers, stuffed animals, and rainbows. On the center table was a profusion of pretty little cakes and tarts and candies on elaborate, tiered serving dishes with three different types of tea to choose from as well as lemonade and sodas and juice. Everything was very high in sugar, not to mention caffeine, and none of the girls had eaten dinner before tucking in to the candy-coated feast.

The cell was occupied by four people: three pretty, gushing girls who wore lace gloves, boas, and rhinestone tiaras and were in their ultra-feminine element, and one furious, disgusted, revolted teenage boy. Said boy was tied securely to his pink-cushioned chair by a multitude of pastel ribbons. Atop his head was a bonnet that sported silk flowers and a fake bluebird, tied with a wide bow under his chin. On his lap was a stuffed unicorn. Albedo had the seat of honor with an unobstructed view of the video screen projected before him. He could not escape – every time he tried to look away, the screen moved with him, and the volume was just loud enough that he couldn't ignore the piercing voices as Pretty Pony Princess Penny sang about clouds and sunshine.

Professor Utonium stood in the cell block command center, watching the bank of monitor screens as one of the smartest beings in the universe was subject to three giggling, completely empowered blondes. On either side of him, Kevin Levin, Gwen Tennyson, Number One, and Sgt. Dearborn watched in profound horror. Over the speakers, all three girls started singing the opening theme to _Lorin is Explorin'_ in various keys as Computress started playing an episode of the insipid cartoon.

"He's got stamina," admitted Gwen. She knew she never would have lasted this long and she used to (briefly) _like_ the Pony Puff Princess cartoons when she was a very little girl. "You're right, Professor, I think it's as much the cute factor as it is being at the mercy of women."

He looked at her with interest. "Are all Galvans so sexist?"

"I can't say. I've only met a few of them. All were male as far as I could tell."

"They're pretty bad," admitted Kevin. "Some other races wonder how they manage to reproduce."

"He's certainly not working the charm," agreed the Professor.

"What charm?" wondered Number One.

"Silence!" Albedo abruptly bellowed as the song wound to a discordant climax. The girls regarded him with the same patience they would have held for a cranky toddler. "Silence you idiot children! You- mmph!"

He was cut off as DeeDee shoved a petit four into his open mouth, something they did every time he complained. He had yet to learn to keep his mouth shut. "More tea?" asked Bubbles sweetly, lifting his tiny china cup and practically dumping it down his throat. She immediately poured him some more and proceeded to force it on him in the nicest way possible as the girls commenced chatting about their favorite aspects of the show.

"How much tea has he drunk?" Kevin asked with professional interest, his respect for the Professor's cruelty knowing no bounds. He never would have thought of taking this tack, and plainly it was not anything Albedo had ever imagined or knew how to defend against.

Utonium smirked. "Plenty."

Happy squeals erupted as Sarah remembered she'd brought nail polish. Immediately room was made amidst the cakes and goodies as they trotted out the next round of torture. They exclaimed over Sarah's wealth of colors to choose from and sly looks were exchanged.

"This will match your eyes," Sarah purred with diabolical glee, waving a small bottle of bright red polish at the uncooperative alien. Albedo focused on it and then her, and his eyes went wide with disgust that bordered on fear.

"What are you –grff!"

A heart-shaped Rainbow Munchies treat – easily the sugariest, most unnaturally colored piece of food in creation - cut off his protest.

"Ooooh!" DeeDee cooed, gloating over the manicure kit. "You have rhinestones!"

"I can't watch anymore," Nigel said, turning away in pain. He was pale.

"Oh, no. Oh, no," said Kevin, grinning and shaking his head in something akin to sympathy. "Oh, yes!" he cheered as Sarah began painting Albedo's nails. Bubbles covered his hand with hers, easily holding him still as she ate more chocolate. The sugar and caffeine were starting to kick in and the already energetic and excited girls started giggling in earnest. The teenagers, the former Marine, and the handful of DexLabs security officers present all cringed at the sound, but the Professor seemed immune and went on watching with the same cold, merciless gleam in his eyes.

Kevin leaned close to Dearborn. "Is this getting recorded? Please say yes."

The sergeant nodded, praying that his boss released the tape. It would go viral in minutes.

"Sir, incoming call from Medical," one of the guards said. "It's Dr. Cardon."

"I'll take it here, Stiler," said Utonium. He activated the comm unit and a small hologram of the doctor appeared on the panel before them. "John? How is he?"

_"Fine, Pat. He's just fine. He's awake and feisty and there doesn't seem to be any lasting effects,"_ said Cardon. _"I sent for clean clothes and I'm not letting him leave until he eats something. He keeps saying he ate earlier but I don't care. More food can't hurt him."_

"Does he remember what happened?"

Behind him, the teenagers exchanged curious looks.

_"Mostly, as far as I can tell. He's really got no way of knowing how long he was unconscious, but I can't find a reason why that would happen and I think getting shocked the way he did negated any evidence. We'll keep an eye on him and we'll do periodic tests to make sure there are no long-term effects to his health or memory, but I don't think there's anything to be worried about."_

Utonium nodded. "When he's ready, ask Morton bring him down to the cell block."

_"I want to see him tomorrow." _Cardon glanced to the side and faintly they heard an annoyed, high-pitched voice shouting something. With a he's-your-problem-now-pal smile, the doctor said, _"He'll be down in a few minutes. Brace yourself."_

"Professor?" wondered Number One as Utonium turned off the unit.

"Was that . . . Dexter?" Gwen asked hesitantly.

"Yes," he said.

"He got hurt?" Kevin asked, realizing he hadn't given the carrot-topped squirt a thought for several blissful hours. "What happened?"

For a moment Utonium was silent, and then he decided they should know. "Alien X."

Gwen gasped. Kevin gaped. Number One had no idea of whom or what Alien X might be, but judging by their reactions figured he was quite the dangerous character.

"I never thought of him showing up," Kevin said softly, looking wide-eyed at the young woman beside him. "Ben's only used him once and refuses to turn into him. He's super-powerful, but useless at the same time." His expression was apologetic as he looked at Utonium and his concern was genuine as he asked again, "What happened?"

"Alien X escaped the plasma field. Dexter managed to trap them both behind some blast doors. Something happened - we're not sure what - and when Dexter came to Ben had already transformed to Spidermonkey. He attacked and . . . the energy field put off by the Omnitrix shocked Dexter. He was completely disoriented and dazed, and Spidermonkey left him clawed up and bleeding."

"Is Ben - is Ben all right?" pressed Gwen anxiously.

"As far as he can be right now."

It was evident neither Plumber had considered such a scenario, and neither really knew what to say or do. Suddenly the reason behind the Professor's severe treatment of Albedo was clarified even more. Gwen was about to ask further when Albedo let out a tremendous shout that they heard from down the hall as well as over the speakers.

"Utonium!" howled the false Ben, a crazed look in his red eyes – eyes that coordinated nicely with his daintily decorated nails. "You monster! You can't break me!"

"I don't have to," Utonium said quietly, unfazed by the outburst.

Through gritted teeth Sarah imperiously ordered Albedo to stop squiggling or the rhinestones wouldn't match and she was going to paint his toes, too. A well-aimed cookie shut the Galvan up. Bubbles squealed in ecstasy as another episode of _Tetchy Kitty Boo-boo and Moonshine the Mongoose_ started. Everyone watching the sugar-coated drama felt a few more brain cells die.

"I didn't want to have to do this," admitted the Professor, turning away from the bank of screens to face Nigel Uno. "Number One."

The leader of Sector V was as alert as a hound on the scent. He stood up straight and tall and crisply responded, "Yes, Professor?"

"Get me Kuki."


	22. Death by Monkeys

**Chapter Nineteen: Death by Monkeys**

"Sir?"

"Yes, Morton?"

"You feeling okay?"

"Yes."

"Good."

There was a long pause.

"Sir?"

"Yes, Morton?"

"I had a talk with your father earlier."

"Oh?"

"Yes. We're in agreement. So is Mr. Green."

"The consensus?"

"If you ever pull another stunt like that again you're going to be grounded for the rest of your life."

"Duly noted, Sergeant."

The elevator continued to move downward.

"Morton?"

"Yes, sir?"

"I didn't want the officers in the lab with me to die."

"Understood, sir. Keep in mind your life and safety is our primary duty." The blond looked down at the much shorter boy. "We make sure you're able to do your job. Allow us to do ours."

"Understood."

"And sir?"

"Yes?"

"Please . . . stop putting me in situations where I might regret my decisions for the rest of my life."

The elevator came to a smooth halt.

"I can't promise that," Dexter said softly.

There was a pause before the doors opened, and Morton grudgingly said, "I know. That's why I work for you," he added under his breath as he preceded his boss out of the elevator.

Together they walked down the cool, shadowy hall to the detention center beneath DexLabs. Since his security staff had police powers on the campus and in all corporate property, holding cells were a necessity. Dexter had only been here twice before - during construction and then when the building was completed. Other than that he had no business down here, though he was informed when Security arrested someone. Most kids that were arrested were held overnight to teach them a lesson. So far an annoying boy named Johnny Test and his ugly dog held the record for most incarcerations, once for trying to access a restricted area and four other times for trespassing as he tried to repeat his failed performance. Dearborn had made both of Test's parents come to pick him up every time and legal action was pending if Johnny tried it again. Dexter knew Johnny was too full of himself and his self-proclaimed ninja skills not to give accessing his lab another go. Boy and dog didn't stand a chance, and his legion of corporate lawyers was poised to pounce.

Tonight, though, there was only one prisoner. A prisoner with four guests. Dexter was intensely curious about Albedo and not just because he was identical to Ben. Galvans were supposedly one of the smartest races in the universe, and Dexter (and his ego) was rather piqued at the notion of someone (possibly) smarter than he was here in DexLabs. He knew the Professor was persuading Albedo to help them get the Omnitrix off of Ben's arm, but exactly how he was going about that, Dexter had no idea.

He glanced at Morton as they neared the doors – it sounded as if a party was going on in the command center. The sergeant returned the look, adding a frown. The doors opened and giggling, singing, girlish voices made him cringe.

_". . . and Blue!  
Rainbow Monkeys! Rainbow Monkeys!  
We! Love! You!"_

Happy squeals came over the speakers, and then he heard Bubbles call, "I love that song! Let's sing it again!" and immediately they plunged right back into the jingle.

_"Rainbow Monkeys! Rainbow Monkeys!  
Oh so very round, and super chunky!  
Bringin' love wherever they go,  
Every one is made of a big rainbow!"_

With extreme caution he stepped into the command center, staring at the bank of monitors with live camera feed from the detention cells. Every one of the two dozen screens filling the wall showed the same horrific scene from a different angle: a white-haired, red-eyed copy of Ben Tennyson in a silly hat, tied to a chair with a rainbow array of ribbons and practically buried beneath a mound of . . .

_". . . Rainbow Monkeys! Rainbow Monkeys!  
We! Love! You!"_

DeeDee, Bubbles, Number Three, and a young girl (whose name Dexter didn't know but he thought might be related to the army's quartermaster, Eddy, or one of his cronies) were seated at a low table with Albedo. The cell had been transformed into a girly paradise with enough pink to cause hives. Flowers, balloons, lace, and frills abounded. The girls wore sparkly crowns and gloves and were eating sugary treats and Dexter felt himself break into a sweat at the mere sight of so much concentrated femininity.

"Let's sing it slow this time!" suggested DeeDee, to unanimous agreement. Lead by Kuki, they put their opera voices to bad use.

_"Rainbow Monkeys! Rainbow Monkeys!  
Oh so very round, and super chunky!  
Bringin' love wherever they go,  
Every one is made of a big rainbow!_

_Oh Red and Orange!  
And Pink and Blue!  
Rainbow Monkeys! Rainbow Monkeys!  
We! Love! You!"_

His father stood before the monitors, arms crossed as he studied his target. Kevin Levin and Gwen Tennyson sat close by, almost as intent, their ears encased in headphones. Number One stood with the security officers. All wore earplugs and wicked smiles. Dexter stared in awe and fascination. Professor Utonium's brilliance knew no bounds.

"How many times does that make it?" wondered Kevin, torn between sympathy and laughter.

"Thirty-two," said Number One. "Thank heaven Number Four isn't here."

Dearborn was talking quietly to Morton, and Dexter vaguely caught the words, "Freakin' epic" and "worse than water boarding" as his head of security was handed a pair of ear plugs. Ignoring their antics, Dexter moved to stand beside his father as Kuki began to recite her own poetry, _Ode to the Rainbow Monkeys on My Wall._

For a few moments he was the focus of everyone's attention, a welcome diversion from poetry about wallpaper, but his father's was the only concern he truly cared about. Obviously aware of what had happened against Alien X and Spidermonkey, both Kevin and Gwen rose to look at him and make sure he was well. His clothes covered the worst of his injuries, thankfully, though scratches and bruises on his face were plainly evident, and he moved very stiffly. He saw the teens exchange an anxious look. The Professor gazed at him intently, his gray eyes betraying all the fear he had been hiding as he asked, "Are you all right?"

"Sore," Dexter replied, giving him the truth. Turning slowly he looked at the monitors, refusing to discuss the matter more before so many people, and observed, "So this is Ben's evil twin."

"What's left of him," agreed Kevin with a smirk.

Dexter shook his head, grateful he was here, safely surrounded by technology and not in the impromptu tea parlor surrounded by stuffed animals and girls. Once upon a time he had tried to figure out the female of the species and their motivations and thought processes. It was a wasted effort and he failed rather spectacularly. "How long has DeeDee had him in her clutches?"

Utonium smiled as the girls clapped for the end of Number Three's saccharine poem and started singing again. "It's been well over an hour since Dearborn brought him in here. So far he's consumed more than half a gallon of tea and the equivalent of about half a pound of sugar and he's seen more anime than he ever wanted. The girls have had less tea but more sugar, but they can leave to use the bathroom."

He shuddered. "I would admire his fortitude if I didn't know from past experience that it's a futile effort. Patrick Utonium, you've raised the bar for that which is cruel and unusual punishment." As he watched, DeeDee pushed more tea on Albedo, a familiar, maniacal gleam in her blue eyes. Kuki danced her Rainbow Monkey plushies before the alien. Albedo looked borderline crazed, gritting his teeth in helpless frustration. Kuki gushed cutsie talk at him, providing the voices as the monkeys carried on a long conversation about how much they loved him. "Well done, Dad."

"One or two more verses, then I'll go see if he wants to talk."

"Can I come?"

His father knew he wouldn't have asked if he couldn't handle the confrontation. Utonium considered a moment before nodding his agreement. Dexter gave him a grateful look, then turned back to the monitors as the girls started singing the Rainbow Monkey song in an off-key round. He frowned.

"Why does Albedo have rhinestones on his fingernails?"

"Fashion victim," Levin replied.

Dexter made a little sound of "Ah." For once they agreed.

**OoOoOoOoOoOoO**

Dexter gagged slightly as the smells of perfume and flowers and chocolate assaulted his nose. It seemed the torture was absolute and designed to encompass all the senses. More than an hour of this? Dexter knew he wouldn't have lasted ten minutes against DeeDee, especially with as many resources as had been made available to her.

The force field was not up on the cell but it didn't need to be. Even if Albedo had somehow chewed his way through the ribbons holding him, he would not have made it two feet down the hall. Four security officers in riot gear (and earplugs and respirators) waited in the hall just out of sight.

For the umpteenth time, the girls finished belting out the Rainbow Monkey song and Utonium clapped in appreciation. Happy squeals filled the air as they greeted the Professor, and Bubbles and DeeDee jumped up to tackle their brother and make sure he was well.

"Ladies, Dexter and I need to have a word with Albedo. Would you excuse us a few minutes?"

Blessed silence abruptly fell as the door closed behind the gaggle of giggling girls. Dexter followed Utonium's example and sat himself down in DeeDee's chair while the Professor sat on Albedo's other side. The dark-haired scientist made a great show pouring himself some tea. He offered some to Dexter, who declined, and sipped his cup in appreciation. Finally the Professor sat back and looked at the seething Galvan.

"Having fun?"

"You," growled Albedo. He writhed and squirmed against the silky ribbons. "You! I will never get that insipid song out of my head now and _you_ are to blame, Utonium!"

Pleased with himself, the Professor smiled. "Blame yourself. Ready to talk?"

Albedo growled.

"My offer still stands. Give me what I want and you'll walk out of here with your freedom." He rose, motioning for Dexter to stay put. "Excuse me. I just need to use the restroom."

By the look on Albedo's face, Utonium wasn't the only one. Dexter felt a rush of wicked satisfaction. How much tea had he drunk? Half a gallon? He looked at Ben's double with interest.

"What are you staring at, human?" demanded Albedo.

"An ersatz copy of a human. Do you always paint your nails?"

"Those imbecile girls did that to me!"

Warned Dexter, "Two of those girls are my sisters."

"Then you must be an imbecile as well!"

"Considering who can claim credit for capturing you, I'd say the only imbecile in the room is _you_."

"I am not from this smelly, backwards, primate-infested planet! Your primitive ways are beneath me."

"Perhaps, but apparently our primitive ways are effective." He began to hum the Rainbow Monkey song.

"Stop it!" hissed Albedo.

With a smile Dexter asked, "Are all your kind so polite?"

"Yes. Who are you?"

He took DeeDee's cup and poured himself some tea. "I'm Dexter. Tea?"

"Keep your vile refreshments. Dexter? As in DexLabs?"

Ignoring the refusal, Dexter poured him tea anyway. "The same. I own this facility and company."

"And the Null-Void."

"Yes."

The red eyes narrowed beneath that silly hat as the Galvan sized him up. "You're immature for your species," Albedo claimed.

"I take it you mean that literally. Yes, I'm quite young. Somehow I suspect that by your planet's standards you're not too terribly old yourself."

"Why do you say that?"

"You're very childish."

"Why are you here?"

"Curiosity. I was led to believe your kind was intelligent."

"Galvans are the most advanced and intelligent beings in the galaxy!"

"You could have fooled me."

"What is that supposed to mean?"

"My father offered you your freedom in exchange for speaking nineteen words. Why do you refuse to help?"

"Because Utonium will not surrender the Omnitrix to me!"

"Ah. I thought you might like Rainbow Monkeys. They certainly seem to _love_ you." He began to hum the simple melody again.

"Stop it!"

"Why should I give you what you want when you won't give us what we want? Rather a catchy little tune, don't you think? Oh, and the hat is a very nice touch. Did you pick it out?" He sipped his tea and then quietly whistled a verse of the song, pretending to like it. "And just so you know, my sisters have stamina like you've never seen. They won't just go on like this for days, they can go on for weeks. Months, even."

Albedo paled. Clearly he'd thought the torture was over. "What?"

"Oh, they're not done yet. They'll be back in a few minutes. I'm sure they're all in the restroom planning the next round. Besides, you haven't seen all the Darbie movies yet. I think DeeDee has up around twenty or so of them." He smiled. "So. You can look forward to a steady diet of pastries, tea, and Rainbow Monkeys, plus no exercise, no bathroom breaks, and no sleep."

"You can't do that!"

His smile never faltered. "Why not?"

The Galvan was sweating. Dexter was rather amazed at how completely different Albedo managed to be from Ben even though they wore the same face. He fell to humming the jingle again, quietly singing to himself. "_Rainbow Monkeys, Rainbow Monkeys_ - you know, I'll have to arrange that for the piano so I can accompany the girls. Maybe DeeDee can choreograph a dance to go with it. We could make an entire musical! Won't that be fun?"

"NO!"

"Oh, I think they're coming back."

They could hear the doors at the end of the hall open and the four girls could be heard chattering and squealing. Albedo paled, his breaths coming in pants. Dexter's eyes narrowed ruthlessly.

"It's pretty evident you're enjoying yourself, Albedo, because you're not doing anything to stop this. I'll leave them to it." He started to rise.

"No!" He was panicking. They could hear Sarah singing already.

Dexter leaned across the table. "Nineteen words, Albedo," he hissed. "Nineteen words that I tell you to say and you're free. I'll even give you money and transportation to wherever it is you want to be, just so long as it's out of Downtown. That . . ." He leaned over and picked up an orange Rainbow Monkey plushie from the floor and held it up for the alien to view. "Or this is all you'll have to look forward to for the rest of time."

Albedo stared at the garish toy in horror.

"They've been eating sugar for over an hour," Dexter pressed. "They're about to get really, really hyper."

Those red eyes gazed at him with absolute hatred. The girls drew closer.

"Have it your way," Dexter said, tossing the Rainbow Monkey into the multicolored pile of plushies on Albedo's lap. He stood. "Dad?"

Utonium turned the corner where he'd been standing the entire time. "Yes?"

"Send for more tea. This is cold."

He dusted off his gloves and made to leave.

"Wait!" cried Albedo. Utonium gestured for the girls to be quiet. The Galvan's voice - Ben's voice - shook as he very reluctantly muttered, "I'll do it."

Utonium stared at him, wanting to be certain. Albedo sneered, hating them all.

"You. Are. Evil."

"No, he's not," Dexter replied. "You're just stoopid."


	23. Making Peace and the Peacemaker

**Chapter Twenty: Making Peace and the Peacemaker**

"You're just stooped."

He probably shouldn't have said it, but Dexter had to admit that it felt good to point out the obvious truth, especially to someone who held himself to be so superior. Albedo's own arrogance and stubbornness – two traits Dexter was very familiar with – had kept him from seeing the inevitable outcome of this encounter. If Dexter had learned nothing else from the man he called his father, he had learned that it was not in any way wise to cross Patrick Lawrence Utonium or to get between him and one of his children. Ben was considered part of the family, and as a result there was nothing he would not do, no level so low that he would not stoop to it in order to protect those he loved.

As expected, a firestorm followed in the wake of Albedo's agreement to help. Dexter sprang to action, addressing the nearest camera directly.

"Sgt. Morton, Sgt. Dearborn, to my location immediately," Dexter called. He glanced over at his father. The Professor was already in contact with Dr. Cardon via comm cube, asking for a medical team to meet them in the lab.

"Number One," Dexter said as Morton and Dearborn hurried into the cell, "contact Mr. Green in my laboratory and advise him we'll be down there in a few minutes. Please escort Mr. Levin and Miss Tennyson to the core elevators after we leave. Computress will bring you to sub-level ten."

"Right away," Nigel said crisply, sounding strangely excited.

"Untie him," Dexter ordered, "and get rid of that silly hat."

Plushies and other toys were tossed aside by the two sergeants as the rainbow mummy was unwrapped. Albedo let out a little gasp and slumped in the chair, finally accepting Morton's hand up. He stood with difficulty, clearly stiff and sore and –

"I require the use of the facilities," snapped the Galvan, looking mighty uncomfortable.

Utonium gave him a hard look. "After the Omnitrix is off of Ben."

A growl and a glare were cast Utonium's way, but the scientist didn't care in the least and would make use of all the leverage available. Until Albedo kept his word, he would stay on the shortest leash possible.

"Sgt. Dearborn, Sgt. Morton will accompany us to my lab. I want you to withdraw two thousand dollars from Security's cash fund and have a vehicle and two additional security officers waiting at the front entrance," Dexter said. "Albedo is to be escorted out of the city. You will help him determine the best place for him to go at this time within reason. The money is for him." He leveled a cold, almost reptilian glare at the defeated Galvan. "Do _not _return to Downtown, Albedo."

"As if I'd want to return to this pit. Get me out of here _now_," was the savage reply.

Dexter ignored the tone, glancing at Utonium. "Ready, Dad?"

"Cardon will be on his way in a few minutes. Let's go."

Morton laid hold of Albedo's upper arm, holding him in an iron grip as he moved the Galvan out the door. Dearborn was just a step behind. Dexter said nothing, noticing that Morton had his weapon drawn and held tight to his side. Out in the hall, the girls and the other guards were lined up against the walls and Albedo was made to run the gauntlet. Cooing and waving and blowing kisses, the four girls made a loud ruckus as they said goodbye to their unwilling guest, reminding Albedo that the Rainbow Monkeys loved him even if he was a grumpy-wumpy.

Pausing, Dexter looked at his sisters. "Thank you. All of you ladies," he added. "You can stay as long as you like, and send for more tea and food."

"Let us know what happens with Ben," Bubbles begged.

"I will," he said, turning to go. He moved too slowly and DeeDee managed to catch his cheek with a little kiss. Smiling, he pressed her hand and caught up with the Professor and the guards. A glance back down the hall showed the girls piling back into the decorated cell, and he knew that now that their assigned task was over the party would begin for real.

"Sir, you and your father take that elevator," ordered Morton, nodding at the far doors. "We'll take this one."

It was not a tone of voice that invited arguments. Dexter knew because he used it often himself, and he let the Professor guide him away from Albedo and his tight knot of guards. The Galvan shook his head in annoyance and contempt at this barbaric treatment.

"What exactly do you expect me to do?" he hissed.

"_Nothing,"_ warned Morton through gritted teeth, silencing the prisoner with a word.

Alone in the elevator with his father, Dexter edged closer to him, glad to feel the weight of Utonium's warm hand on his shoulder.

"How do you feel?"

"I'm frightened," he admitted.

The Professor pulled him into a careful hug, mindful of the injuries Spidermonkey had inflicted and giving and taking comfort. "So am I. We'll know soon enough if this will work. If it doesn't, we'll just have to think of something else."

Dexter let out his breath, lowering his head in something akin to despair. Giving in to his own want, he leaned heavily against the Professor and let the man steady him as the elevator slid sideways. "What else can there be, Dad? Ben won't last much longer."

"We won't know until we try this," was the reasonable answer. "And you know we won't give up."

"I know." A trifle guiltily, he murmured, "Perhaps we should have called in the Plumbers."

"You did. You gave them all the information you have. If they chose not to do more, that's their call." The Professor was silent for a moment, and then added, "If this doesn't work, I'll call General Shaan."

Dexter nodded, bracing himself as the elevator slowed. Utonium released him, smiling down at him.

"Dad?"

He gazed up at the much taller man, letting his eyes and expression speak for him. Utonium's smile never faltered, knowing Dexter had to get the doubts out of his system as they set out on this next phase of freeing Ben.

"Come on. Let's go save your friend."

A security officer was waiting with Number One, Gwen, and Kevin, and as they stepped out of the elevator they could hear Albedo loudly berating Morton and his escort before the other elevator doors even opened. He glowered as he saw the varied but contemptuous looks he was getting from all directions, and then he fell absolutely silent as realized where he was. Instantly the Galvan's attention was on the laboratory, and he looked around with sly, greedy interest that seemed so out of place on that face. His silence and focus said all - even he was impressed by the technology surrounding them.

"This way," Dexter said, leading the way. Utonium fell into step beside him, and both scientists realized at the same time that the lab was very quiet. They exchanged an anxious look, though Utonium did not increase his speed and Dexter kept pace beside him.

"You're not on a shopping spree," Kevin growled when Albedo slowed down to look at the area reserved for experiments on lasers and free-energy weapons. Dexter glanced back to see Morton bodily hauling the Galvan along by the arm. Albedo strained to see the laser system.

"Do you realize that configuration of crystals and reflex chamber will double the output of -"

"Well, duh," Kevin sneered. "Everybody knows that. Move it."

Confident that Morton and Levin could handle Albedo, Dexter did not look back again even though there were several more attempted side trips in the two minutes it took to get from the elevators to where Ben was being confined. Mr. Green was waiting for them by the triangular cage, his deep concern evident on every line of his face. Glancing at Echo Echo's bent form, he quietly told them,

"He's just started transforming a minute ago. It's every twenty-three minutes now."

"How long does the full transformation take?" wondered the Professor.

"It varies depending on the alien. Humongousaur took forever. The others are pretty consistent in size and take between ten and thirteen minutes."

Asked Dexter, "How is Ben?"

Green looked at the redhead with sympathy. "He's in very bad shape, Dexter. He's barely moved or made a sound this past hour. I don't know how he's still conscious." To the Professor he added, "John and his team will be here in five minutes. They just called."

"Can we risk removing the Omnitrix in mid-transformation?" Utonium pressed.

For that the fire demon had no answer, and they all turned as the others caught up to them. Gwen gasped to see her cousin's condition as the Sonorosian let out a reverberating groan. He arched his back, growing visibly taller as his skin began to darken and grow rough.

"Ben!"

"Fascinating," said Albedo with sadistic interest. His red eyes gleamed viciously as he watched his despised enemy thrash in agony.

"Oh. My . . ." breathed Nigel Uno as his delight at finally – _finally_ – getting into Dexter's laboratory was completely eradicated. The sight of his friend and fellow combat leader being tormented by the very device that gave him so much power was sobering in the extreme.

"Miss Tennyson, Mr. Levin," said Dexter, motioning for the Plumbers to join him. Kevin tugged Gwen along until she could tear her eyes away from Ben. "Inquiry: what would happen to Ben if we remove the Omnitrix in mid-transformation? He just started changing forms. Mr. Green says the process will take at least ten minutes. I would like to spare him that if possible."

Gwen gnawed her lower lip. Kevin pressed a hand to his mouth. Both teenagers thought hard and fast, but when they shared a doubtful look, Dexter knew that neither had a real answer.

"Probably nothing," Kevin finally said, lowering his hand. "But don't take my word."

"Normally Ben's transformations are almost instantaneous," said Gwen. "We don't know because it's never been an issue."

Dexter nodded his understanding and turned to his father and teacher. Uncertainty was no foundation, and he was in agreement when the Professor decided, "We wait. Why don't you get Albedo a copy of his script?"

He knew his father was just trying to keep him busy, and Dexter was glad for something to occupy him no matter how minor. He went to his work station, unable to bear the sight of Ben's suffering any longer. His friend had endured thus far, and he could hold on through one last transformation. Gingerly Dexter lowered himself into his chair, the lights and computers activating automatically. His side was aching, every bruise and laceration making itself known, and he closed his eyes against the discomfort for a long moment.

"Dexter?"

"Miss Tennyson," he said, and slowly opened his eyes to see Ben's cousin standing just outside his work station. They studied one another, and he wondered what she saw. Gwen had an elegant, classic beauty and a certain hardness about her that he had seen in people who were used to fighting battles. His younger sisters had that hardness, too, ranging from mild to extreme. He supposed he had it, too, though his battlefields were vastly different from what Gwen and the Powerpuff Girls were used to. And Ben . . . Ben had the same flinty edge, but he could turn it off at will and it did not define him. Ben's cousin, however, had yet to reach that level of mastery over herself.

"Why don't you call me Gwen?" she abruptly wondered.

"You didn't invite me to."

She blinked, realizing he was correct. In the rush to get to Ben and to get some answers, she had overlooked that detail. "I'm sorry. That was impolite of me. Please call me Gwen."

"As you wish."

She smiled slightly at his formality. It came so much easier to him than casual conversation with people he didn't know.

"I just . . . I just wanted to say thank you. For helping Ben. For everything you've done to help him – sending the gunship, using your lab. Everything. I didn't like that you caged him, but after what happened with Alien X, it was the right thing to do. I love Ben dearly. He's my favorite cousin. It means a lot to me that you're doing this, Dexter."

He gazed at her, wondering how much he should say. "I owe Ben a great deal, and not just my life. It's the least I could do, and I promise you I won't stop, none of us will, until he's restored."

"I know," she said softly. "You're a lot like Ben in that respect."

He didn't smile back, but he did nod in acknowledgement of the compliment before addressing his super computer. "Computress, print out the command code for removal of the Omnitrix."

Printout in hand, they were walking back to the others when a commotion rose up and someone shouted. Gwen sprinted forward, her hands glowing pink with mana, while Dexter, his last conversation with Morton still fresh in his mind, approached with more caution. He came upon a scene that was well under control with Albedo flat on his stomach on the floor. Morton's very large, heavily booted foot was planted on the teen's back and his Peacemaker laser pistol was aimed right at his head at pointblank range. Kevin, poised to spring, was the color of stainless steel. Number One and the other four guards stood between Albedo and the Professor, Mr. Green, and the medical team. All weapons were trained on the Galvan. Dexter sighed.

"Sergeant?"

"No problems here, sir. He made a grab for my Peacemaker."

Leaning over, Dexter looked at Albedo. "Cease this foolishness, Albedo, and stop wasting our time. Dad, how is Ben?"

It was Green who replied. "The transformation is almost complete."

Dexter looked over to see Swampfire's tall and colorful figure standing unsteadily behind the walls of plasma. As he watched, the Methanosian sank to his knees, incapable of staying upright.

"Let him up, Sergeant, and bring him over here."

A growl from Albedo told him Morton was not exactly gentle as he hauled the false Ben to his feet. Dexter turned, ignoring the gun his head of security chose to keep in close proximity to Albedo's ear.

"Can you read English?"

"Better than you can speak it," snapped Albedo.

"Good." He held the printout toward the Galvan, handing it over quickly when he realized his hands were trembling. Despite the discomfort the motion caused, he clasped his hands tightly behind his back, hiding his fear. "This is what you will say. No more, no less."

Albedo studied the paper carefully. After a moment Number One said, "Don't bother memorizing it, Albedo. The first thing Ben's going to do is change the command codes."

Caught, the Galvan gave him a sneer and then addressed Dexter. "Right now?" was the impatient query.

He looked at Green, who nodded.

"Loud and clear, Albedo. Read the first sentence."

Albedo cast him a nasty look, then hissed when he felt the barrel of the gun press against his head. "Shoot me and Tennyson dies."

"That tea party is going strong, pal," was Morton's reply. "I'm sure the ladies would love to have you back. You were adorable in that hat."

Apparently that threat was worse than death, because Albedo hastily cleared his throat and read the paper in the flattest tone he could manage. "Omnitrix, voice command mode."

They waited, tense and nervous. Gwen gripped Kevin's hand. It seemed to Dexter that time had stopped.

They all breathed again when Ben's voice replied from the glowing badge on Swampfire's chest. _"Command mode locked and unavailable," _said the Omnitrix.

Dexter nodded at Albedo to continue. He wanted to still his pounding heart, but there was far too much riding on the next few moments for him to shift his focus long enough to try.

"Command function override. Code ten."

The moment of truth. If this didn't work, they would be forced to start anew. Dexter desperately wished he was closer to Utonium or Green right now. He needed their steady assurance and pacific calm. Everyone in the lab was completely focused on Ben - everyone but Charles Morton. Professional to the end, he kept his eyes and his gun on his prisoner.

And then Ben's voice came from the glowing emblem on Swampfire's chest, a clear, mechanical tone. _"Override accepted."_

Gasps of relief echoed through the lab. Dexter felt a twisting pressure in his chest. He was finding it hard to breathe normally. Staring at Albedo, he nodded again.

The Galvan stared back through narrowed eyes, clearly tempted to work the moment to his advantage. Sensing Albedo's intent, Morton gave him a nudge, reminding him of the horrors that awaited him back in the cell block, and quietly hissed, _"Read."_

Defeated, Albedo looked at the page. "Decouple Omnitrix. Command code zero, zero, zero release coupling, _zero_."

He said the last word only very reluctantly, hating Dexter and all he represented for forcing him to help Tennyson. The Boy Genius turned away, staring at the cage holding his best friend. Wild, desperate hope filled him. Swampfire swayed, beyond all exhaustion and care. No one dared to move or look away or even breathe. The silence was absolute until,

_"Command accepted. Omnitrix decoupled."_

There followed a brief series of electronic sounds as the device powered down and a dazzling flash of green energy. The Omnitrix dropped off of Ben's wrist and clattered to the floor. For the briefest moment the power of changing back to his old self held Ben Tennyson upright, and then he collapsed straight down into the darkness he had longed for since this began.


	24. Cause and Effect

**Chapter Twenty-One: Cause and Effect**

A/N: We can thank and/or blame Sam for some of the events in this chapter, which ended up being very different – and much better – than what I initially planned.

**OoOoOoOoOoOoO**

For a moment everyone in the lab was still, staring in amazement at Ben. An instant later panic replaced joy as he crashed to the ground, making no attempt to stop or slow his fall. He did not move and he barely seemed to be breathing.

"Ben!" Gwen and Kevin called in unison, and their shout spurred everyone to action.

Albedo tried to lunge toward the plasma cage. "Omnitrix! Recognize Ben Tennyson -"

Dexter whirled, rounding on the Galvan and his security chief. _"Get him out of here! Now!"_

With a powerful yank, Morton all but snatched Albedo off his feet and hauled him away. The white-haired teen gave Dexter a savage look as he was dragged back, his voice full of fury as he swore,

"I will _not_ forget what you've done, Dexter!"

Sharp blue eyes narrowed, and Dexter spoke with contempt that even Albedo could not match. He gestured impatiently at Morton. "You'd be a fool if you did. Get out."

Rid of one problem, Dexter hurried over to the control panel for the plasma cell. The other teens trailed a few steps behind him, as desperate as Dexter to know what came next. His father and Mr. Green were checking the readings within the cage.

To Kevin their quiet stillness seemed to say they were not doing anything, and he all but shouted at Utonium, "Get him out of there!"

"Dad?"

Ignoring Levin's outburst, Utonium stayed focused on the monitors. ". . . radiation levels are negligible. When I give the word turn it off." He looked up at his son and then at the anxious Plumbers and KND operative. "All of you wait right here," he ordered sternly. "Don't come any closer until I say so. Doctor, with me."

Cardon and his two technicians were poised and ready with an impressive array of equipment piled on a gurney. Utonium nodded at Green. With the flick of a switch the glowing gold walls dropped. The shift in lighting was obvious, and Dexter immediately called out,

"Computress! Increase lighting by twenty percent!"

They watched in silent agony as Ben was all but blocked from their view by the busy doctors and techs. They weren't close enough to clearly hear the men's voices and most of the terminology would have been lost on them anyway. Kilroy Green shifted uneasily, his heightened senses able to catch most of what was being said. Dexter gripped his hands tightly behind his back, watching his father intently for any indication of what the prognosis might be. Utonium's expression, visible only when he turned to check the monitors on the machine beside him, was deeply concerned. The redhead tried to tell himself that was to be expected. Of course the Professor was worried. They all were, and had been for days. Somehow, though, Dexter knew there was more to this, more wrong with Ben than he had imagined.

The tightness in his chest was back again as tension wound its way through his concentration. He had not thought to research the possible effects this situation could have upon Ben. He had been so focused on separating man from machine that he had overlooked the consequences of such action. There had been nothing else for it – the Omnitrix had been slowly killing Ben – but at the same time it had not allowed him to die.

So what now?

"Dad."

He barely realized he'd whispered aloud because in his heart, Dexter was pleading with his guardian to fix Ben, to make everything right again. Somehow his greater understanding and fear of what was happening was conveyed to Kevin and Gwen and Nigel. He sensed motion as all three stepped closer and he could feel them staring at him. He was fixated on the Professor and his hurried, almost frantic movements, and he knew that something truly terrible was happening.

"Miss Tennyson," warned Mr. Green. "Don't."

Gwen lowered her hand. She had been reaching to touch Dexter's arm, trying to connect and let Dexter know he was not alone. Her intentions had been good, but she had no idea of how unwelcome the contact would be, especially now. He was well aware of the people around him, and he did not need comfort. What Dexter needed was information.

"Roy, clear the elevators between here and Medical," called Cardon.

"Done," said Green a few seconds later.

"Dexter!"

Utonium didn't look up as Dexter hurried to his side. The boy almost toppled over as he knelt, so weak did his legs suddenly feel. He stole a look at his best friend. Ben was pale and unmoving, his face partially concealed beneath an oxygen mask, his chest barely seeming to rise as he breathed. They had cut his shirt down the middle and he was hooked up to monitors that showed his vital signs. Dexter glanced at the machines. He did not know enough about medical science to form an opinion of his friend's condition, but the frown on Dr. Cardon's face told him a great deal and it was not good news.

"Take this."

The Omnitrix was thrust into his hands. Dexter stared at it a moment in shock. He had never seen it off of Ben's arm before. It was heavier than he expected, and strangely warm. Quietly he begged, "Dad?"

Utonium spared him a moment, looking at the boy steadily but not about to offer false hope. "Go wait with Roy, Dexter."

He was doing everything he could. They all were. Dexter stood unsteadily, unable to look away, staring at Ben's colorless, drawn face and in that instant he knew the true meaning of dread.

"Dexter!"

With a little start he blinked and gasped, coming back to himself as he closed his hands tightly over the Omnitrix. In gentler tones his father repeated, "Go wait with Roy. Please," he implored, desperate to spare his son.

Mechanically he nodded and slowly he retreated, walking backwards a few steps until he could tear his eyes away. In his hands Dexter carried the most incredible and dangerous and important piece of technology in the universe and he absolutely did not care. He didn't want the Omnitrix. He wanted his friend.

There was a sense of the unreal – the looming possibilities of what might be were too much for him to absorb. He saw Kevin nudge Gwen as he approached, and the dark-haired young man was focused solely on the Omnitrix. Silently he fixed Dexter with a challenging glare. With a rush of disgust Dexter realized that Kevin expected him to covet the watch, perhaps even want to keep it.

Hang the Omnitrix, and hang Levin along with it.

Annoyed at Kevin's shallow sense of priorities and unable to shake the image of his father's anxious gray eyes, he walked directly to Gwen and held the Galvan device out to her.

"I'll need to see this later. Please hold it for now."

The surprise in her expression seemed to say she had rather expected the same thing as Kevin, though perhaps he was imagining it. Extending both hands to receive the Omnitrix, he saw her bite her lip as he handed it over to her keeping without the least regret. Whether she was anxious or intimidated or ashamed or grateful he could not say, nor did he trouble himself with figuring out her jumbled reaction. Having no desire to hear what they might say, he turned his back on them both and folded his arms across his chest in a tight hold.

"Dexter," Nigel asked softly, leaning close but not touching him, "did they give you any hint of what might be wrong?"

He shook his head, the pain in his chest growing as the doctors' actions grew more hurried and frantic. Suddenly Cardon hissed a curse and lunged for a small case. "Pat, start compressions!"

He recognized the defibrillator in the doctor's hands. Cardon had expected this. How could this be happening? How was this real? Get the Omnitrix off of Ben. He had thought of nothing else for days. Until now he hadn't stopped long enough to consider the effect of prolonged exposure to the electric charges emitted by the alien device. His own brief encounter with it should have tipped him off. Why hadn't he seen this? What could he have done? Anything? Suddenly his wealth, his genius seemed meaningless. Why hadn't he seen this possibility?

Arms locked, his body rigid, the Professor moved in a steady, precise rhythm. Dexter could not look away as a chilling thought overtook him: what if Ben died here, now, in his lab? Right before him? Beneath his father's hands?

A blur of movement barely registered as Kilroy Green intercepted Kevin, blocking him from rushing forward. The teen was almost hysterical and erupted at the monster.

"Out of my way! I gotta-"

"What?" demanded Green, seizing him in an iron grip and halting him with ease. "Are you a doctor? What can you do but get in the way?"

Kevin stared, devastated to hear the truth, hating having to wait in ignorance and fear. He stared past the demon. "But . . . Ben," he finished in a whisper, looking completely lost as he watched Utonium and Cardon fight to save his friend. Unable to stay upright any longer, Gwen slowly sank to her knees, the Omnitrix clutched in her hands. He looked back at her, at her wide, petrified eyes that were so like Ben's, and he sagged, the fight draining out of him. "I . . . I . . ."

"Wait," breathed Green, releasing him. "Let them work."

In a world of anguish, Kevin dropped to his hands and knees, his hands clenched into fists. He had never been so helpless in his life. He had caused pain before and once upon a time he would have celebrated Tennyson's condition, but not now. The enormity of what he had caused overwhelmed him, and he could not bring himself to look at Gwen or the others.

"Pat, stop. Let me get a reading," ordered Cardon, intent on the defibrillator's small screen. "Come on . . . come on. Still in arrhythmia. Give me room. Clear!"

The medics fell back. Ben's body twitched as the doctor sent a shock through his heart. Seconds passed, and Cardon barked, "Pat, keep going. One more time, I think."

An eternity dragged by, each moment punctuated by the Professor pressing down on Ben's chest, forcing the boy to live, fighting for his life while Ben could not fight for himself. He was breathing heavily; sweat beading on his forehead as he labored.

"Stop!"

He fell back with a grimace, panting and watching and ready. He was exhausted and hurt and Dexter knew his father would go until Ben was safe or he collapsed. Dexter closed his eyes in silent prayer.

_Please . . . be safe._

"Clear!"

Another shock to Ben's chest as Cardon fought fire with fire. In the silence that followed Dexter could hear Nigel quietly urging, "Come on. Come on, Ben," over and over like a mantra.

_Please don't leave._

"Increase the oxygen flow ten percent," said Cardon. He never looked away from the monitors tracking Ben's vital signs.

_Fight, Benjamin._

"John?" asked Utonium, daring to hope after a minute passed.

_Please . . ._

Cardon let his breath out in a little gasp and he slowly nodded, looked up with a faint smile of satisfaction. "Normal sinus rhythm. Let's get him to Medical pronto. He's not out of the woods yet."


	25. Support Systems

**Chapter Twenty-Two: Support Systems**

"Dexter?"

Gwen's voice broke the silence that had prevailed since Ben had been rushed away a few minutes before. She spoke quietly, trying not to upset the hush, but she broke the spell that had fallen over them all.

Dexter felt himself gasp out the breath he'd been holding and suddenly it seemed as if his heart was beating again. He finally turned away from the spot where Ben had lain, trying to suppress the image of his father doing chest compressions on his best friend, but he knew it would haunt his dreams. There was so much to process, to get straight in his mind, to try to understand that he wasn't sure where to start. His emotions were a jumbled mess – panic and relief and anxiety running their courses in seconds and leaving him feeling faint and exhausted. This sense of Bedlam was very atypical for him, and he suspected that he was in a state of shock. He looked at Gwen, wondering if he looked as worn out as she did.

"Yes?"

Kevin slowly gained his feet, hugging his arms tight around his middle and hanging his head in dejection and misery. Dexter caught a glimpse of his face as he turned away, isolating himself from the group to confront his emotions in private. Despite his instinctive aversion to the older teen, he felt a pang of sympathy for him. It was distressing enough to witness all these events, but to have caused them . . .

Her eyes were red and swollen, and traces of tears were visible on her pale cheeks. Pursing her lips, Gwen Tennyson put on a brave face as she stepped closer to Dexter, holding out the Omnitrix and being careful to keep her distance.

"Can I ask you to lock this up for now? I think . . . Well, I think it would be safest down here."

He nodded, not taking it, and said, "We'll secure it in my work station."

Mr. Green gently herded them toward the elevators, stopping off at Dexter's work station on the way long enough for Gwen to put the Omnitrix in one of several lockers there. The Boy Genius handed the electronic key to the girl without a word.

Sgt. Morton was waiting for them at the elevators, and abruptly Dexter could not wait until his lab was a little less busy and crowded than City Station. Immediately the blond made his report.

"Dearborn's taking Albedo to Hometown right now. He wanted to go to Splitsville, but we decided that was too close."

"Very good, Sergeant. Dearborn gave him the money I promised?"

"Yes, sir. If he's not stupid it should last him a long while."

They half expected Kevin to comment to the contrary, but the Osmosian made no sound. Morton noticed the omission immediately, and after scrutinizing the older teens sharply he looked at the two remaining security guards.

"Take them to get something to eat," he ordered. "Make sure they get something sweet in their systems. They look shocky." He studied Dexter, seeing much the same reaction. Before he could speak, Mr. Green put his hand on Dexter's shoulder.

"I'll take care of Dexter, Chip. Two of the guards went with the Professor and we're going to need a security detail in Medical."

Which, when translated, meant to say he fully expected Dexter to move into Medical until they had word on Ben's condition and Security had better be ready. When Morton hesitated, Green reminded with a wry smile, "I've watched him a time or two before."

"Mr. Green, we'd rather go be with Ben," Gwen said, speaking for all the children.

"I know," said the fire demon in soft tones, "but right now you'd only be in the way, and you all need to eat and rest. The doctors have a lot of work to do and they don't need us hovering. Professor Utonium will call when we can go see Ben. You've all got rooms here. Go eat and then head back to your rooms so we know where to find you. I promise you'll be contacted as soon as we hear anything."

It was sage advice, but plainly Kevin would not allow himself to be comforted by anything less than seeing Ben and getting word on his condition. Gwen looked at him with concern as she placed her hand on his arm. Kevin didn't respond to the touch for a long moment, finally looking at her with smoldering eyes.

"Come on," Gwen urged, taking his hand. "Let's go eat and then we can sit in my room and wait. Okay?"

A nod was his only answer. After a final look at Kilroy to keep Dexter safe, Morton steered the teens and guards toward the waiting elevator. As the doors closed Dexter sighed, relieved to be alone with his favorite teacher. Mr. Green was silent, waiting for the boy to talk and knowing he would never be able to persuade Dexter to stop and rest right now.

"Did you know this would happen?" asked Dexter, his voice carefully neutral.

"We knew it _could_ happen," was the demon's reply, hitting the button for another elevator. "We based a lot of our surmises off of you, actually, and your experience today."

"What do you mean?"

"Do you remember waking up after Spidermonkey attacked you?"

"Yes, in Medical."

"No, you woke up down here, Dexter. You were pretty out of it and the only thing you could say was-"

"Dad," he provided. Now that his memory was jogged he could vaguely recall being picked up and carried. He blinked at Green, surprised as one memory stimulated another and the scene gradually came back to mind. "What happened?"

"Temporary amnesia is common with being shocked."

"And the arrhythmia?"

"If you had much more exposure, you probably would have been in the same shape as Ben. Think about it. Your heart works on a steady electrical impulse. Repeated exposure to low-level electricity is bound to interfere with that. The defibrillator is designed to restore regular sinus rhythm."

"But . . . he's been exposed to that for days!"

Green raised his hand for calm. "Your father has a good idea why Ben isn't worse off. I'll let him tell you."

Dexter pondered these revelations, one hand pressed to his mouth. Finally he dropped his hand and gazed up at Green. "Why wasn't I told?"

His teacher smiled faintly, ready for such an interrogation. "Because it wouldn't have changed anything. Your father didn't want to give you any reason to hesitate in getting the Omnitrix off of Ben. Knowing what it could do to him wouldn't have changed the need to get it off of him, Dexter."

"I . . . I thought once it was off . . . he'd be back to himself."

"I know you did. We were all hoping for that. I'm sorry things didn't work out that way, but your father and Dr. Cardon will do everything they can."

"I know," he said softly. "What else might happen?"

Green sighed, knowing there was no shielding this child from the truth no matter how badly he wanted to. "A lot of things . . . or nothing at all."

"And now?"

"Now your father and Dr. Cardon - and Seventy-Seven if he's still up - will run a whole battery of tests to determine the best course of treatment."

Bracing himself mentally and physically, Dexter asked, "Will any damage be permanent?"

He stepped closer and laid his hands on the boy's shoulders. Dexter was his only pupil, and Green adored him completely, making it all the harder for him to talk about such a painful situation. "There's no way of telling that yet. That depends on Ben and how well he gets through this. It's not exactly the sort of thing you can just bounce back from in a day or two. He's going to need you and Gwen and Kevin and all of us."

The elevator arrived. Dexter didn't move when Green gestured for him to enter.

"Where are we going?"

"Right now, to level three."

Dexter frowned, trying to puzzle out why Mr. Green wanted to take him there. The only things on that level were executive offices and meeting rooms, most of which had been appropriated by the Earth's Combined Forces for processing new recruits. Green caught the frown and gave Dexter his most persuasive look, asking,

"Will you please eat something?"

"I'm not hungry."

"I'm not surprised, but believe me, eating will help right now. You don't have to eat much - have some pie or some ice cream."

He tilted his head, curious. "Why did Sgt. Morton insist the others eat something sweet?"

"Sugar helps a person that's gotten a shock recover faster. Come on, now. We'll stop at the executive dining room. Chef Daal always has ice cream there."

"I . . . I don't really want any, Mr. Green."

"Maybe not, but I do."

"Ah," said Dexter, and led the way.

Two brownies and a bowl of ice cream later, he sat on the leather couch in Dr. Cardon's office regretting that second brownie that sat like lead in his stomach and trying his best to stay awake. Sometime between the events at the laboratory and the medical wing the day turned from Friday to Saturday. The office door was open and he could overhear the nurse and techs talking as they worked. Words like _CT scan_ and _life support_ sent jolts of fear through him. He needed to know more even if the news was bad. Not knowing was terrible, and he dearly wanted the Professor even though he knew his father was busy. Left to his own half-informed imaginings, he worked himself into a miserable, dejected state. He couldn't imagine what Gwen and Kevin were feeling.

The lights were off and the room was warm. He must have dozed off, because he never heard the Professor enter the room and woke only when the President of DexCorp crouched down and touched his shoulder. Dexter sucked in his breath, lifting his head from the arm of the couch and blinking at his father, fumbling to fix his askew glasses.

"Da?" he mumbled, then swallowed and tried again, rubbing the sleep from his eyes. "Dad? How's Ben? Can I see him?"

"In a few minutes," Utonium said, sitting down beside him.

"How is he?"

"That's what I'm here to tell you."

The Professor was exhausted and looked it in the light that spilled in from the hall. Dexter edged a little closer, concerned anew. He put his hand on his father's arm.

"Are you all right?"

Utonium smiled gently. "It's been a busy day."

Alien X, Dexter getting hurt, breaking into the sealed laboratory, dealing with Albedo, the tea party, and now struggling to save Ben – it was tiring just thinking about.

"Busy is an understatement," agreed Dexter.

"Yeah, this will be hard to top. Not that I'll try to." He picked up the clipboard he had been carrying. "So. Ben."

His tone did not inspire confidence. Dexter gripped his arm. "Is it bad?"

The Professor put his arm around Dexter's shoulder and set the clipboard on his lap.

"Not as bad as it could be, considering what he's been through. He's alive and he's going to stay that way. We're waiting to get some test results back, but . . ." He gave up trying to find the right words.

"Dad?"

He sighed. "There's no easy way to put this, Dexter, so I'll just say it. We may be premature in our diagnosis but as near as we can determine, Ben's in a coma. We'll need a few more hours to be sure. Given the arrhythmia and some problems he had breathing when we first got him here, Dr. Cardon's put him on life support."

A rush of heat swept through him and Dexter felt a moment of faintness. When he spoke, his voice sounded strangely hollow. "Will . . . will he recover?"

"We can't tell yet. I'm sorry, Dexter."

"What . . . what do you mean by 'as near as we can determine'?"

"You know Ben's not completely human. Certain parts of his brain are more active than a normal human's would be in a coma. John's hoping that will contribute to his recovery."

He knew perfectly well that Ben and Gwen shared an Anodite grandmother. Anodites were beings of pure energy, immensely powerful and free-spirited. Only Gwen seemed to have inherited Verdonna Tennyson's ability to manipulate energy, though it seemed his alien heritage might be the very thing to preserve Ben and allow his body to buffer the constant, low-level electrocution he had beeen subject to.

"Perhaps Gwen will be able to help."

"I thought of that. I hope she can. We'll find out soon enough."

A thought struck him about Ben and the aliens locked in the Omnitrix and some of the stories he had been told. "And maybe . . ."

"Dexter?"

He had not meant to speak out loud. Not yet. Dexter looked at his father, knowing he'd understand as he said, "A new hypothesis that calls for more research before active pursuit." Changing the subject, he looked at the clipboard. "What can we expect now?"

Amnesia, speech difficulties, motor control issues at best, he was told. At worst, Ben would remain in a coma, perhaps for the rest of his life.

"But that's rare," Utonium was quick to assure him. "Most comas don't last longer than five weeks."

"Will this facility be adequate for his needs?"

"For now at least it will."

"Have Kevin and Gwen and Nigel been told?"

"Kilroy's going to tell Nigel first, and he'll go see Kevin and Gwen on the way back."

That made sense. Nigel, if told to wait, would wait for permission to come here. Dexter sincerely doubted Kevin was in possession of such patience.

"What can I do, Dad?"

He smiled sadly, love for his son showing in his eyes and expression. "Don't give up."

Letting the Professor pull him in for a hug, Dexter leaned heavily against his side. A small snort escaped him. "Give up? Huh. I don't know how."

**OoOoOoOoOoOoO**

Technology had never frightened him. Indeed, Dexter embraced machines and computers wholeheartedly. They were the foremost outlet of his genius and the focus of his creative passion. Tonight, though, he could not stop a stab of fear that machines, _these_ machines, might be Ben Tennyson's fate.

_No._

The refusal was quiet and deep, a silent vow to his friend and to himself. He would not lose Ben. It was a simple as that. Whatever it took, he would do. Let the machines do their job and keep him alive. Dexter would do _his_ job and find the means to restore Ben to his old self. Anything less was unacceptable.

He put his hand on Ben's, feeling warmth through his latex glove, and it struck him as very strange to see Ben without the Omnitrix on his left arm. Without it he somehow seemed . . . smaller. "Can he hear us?"

"Actually, he's asleep right now," Utonium replied. "But we don't know how much a person in a coma can hear or understand. I certainly wouldn't discuss anything sensitive in front of him."

They both jumped when another beep sounded. It took both scientists a moment to identify the source of the new chirp amidst the sounds of the respirator and monitors surrounding Ben. Finally Utonium raised his wrist communicator.

"Roy?"

_"Incoming,"_ was the whole of the demon's message.


	26. Vigil

**Chapter Twenty-Three: Vigil**

He would have sworn that the elevator was moving slower on purpose. It seemed to take forever to get from the hospitality wing to the medical center even though he had no real notion of the distance between the two places. Kevin didn't even try to keep still. He paced like a caged lion in the limited space of the elevator, back and forth endlessly. Guilt clung as close as his shadow and panic roiled just below the surface, making him feel sick and disoriented and maybe even a little crazed.

Ben was in a coma. He knew Green had used the words _possible coma_, but in his heart Kevin Levin knew the truth and he knew who was ultimately responsible: him. He had done this. He refused to listen to Ben back in the Twisted Forest and had been greedy and selfish and deliberately disobedient even though he knew Ben's warning not to mess with the Null-Void had been for his own good. He had wanted to provoke his best friend. He had wanted to get Ben back for making friends with Dexter. Ben was right – he was jealous. Even as he had pulled the gun apart he knew it was childish and shallow and he had done it anyway, just like he knew shutting Ben out had been childish and shallow.

And he had done it anyway.

A groan escaped him. The physical pain was almost as great as the mental anguish he was feeling. He knew Ben could die. He knew he might never wake up. It seemed impossible. After all they'd gone through, all the battles and enemies faced – would Kevin be the one to destroy Ben Tennyson? Once upon a time he'd sworn to kill Ben. Maybe that oath was stronger than –

No! There had to be something for it. He was surrounded by the smartest eggheads on the planet here. There had to be something they could do. Something he could do . . .

_Haven't you done enough already, Mr. Levin?_

He grimaced at the memory of Dexter standing there so cool and arrogant and _right_. Dexter. He hated him as much as he needed him now. As much as Ben needed him now. Ben needed Dexter, had needed him since Kevin had driven him away. Maybe even before then, too.

God, what a mess. Was it possible this was even real? If nausea was any measure of reality then this was really, really real. Kevin held his head in both hands, wasting a few moments on wishes and regrets before he did his best to collect himself. What was wrong with him? Kevin finally had a friend and brother and he had turned around and done this. Why hadn't he just let Ben ramble about his new toy and grunted at the appropriate moments like he was listening and gave a rap? No. He had to lash out and make Ben suffer for daring to get close to someone without Kevin's approval. Yeah, he'd been hurt that Ben spent so much time with the Wunderkind, but was he so greedy and unsure of where he stood with Tennyson that he had to hoard the kid to himself?

He had his answer, and the ultimate result of his insecurity was that after days of slow torture, Ben was in a coma.

_Great going, Levin. One of the two best things in your life, and you go and pull this crap._

What was Gwen thinking right now? She had to blame him. Ben was Gwen's only cousin from her father's side of the family, and he was her favorite. What would he do if she couldn't forgive him? What would he do if she could? He had no idea. All he knew was that he needed to see Ben. Now. He needed to see if Green was right even though he knew in his heart that the monster would not lie.

Gwen would hate him.

He couldn't live with that. Ben had to get better. Kevin had to make this up to him somehow. He couldn't lose the girl he loved or his brother. Without them, without her, he was . . . empty.

After an eternity alone with his own thoughts and fears, the elevator slowed and stopped. When the doors opened he was completely surprised to be faced by Professor Utonium.

Kevin hesitated, his emotions momentarily derailed at the sight of this man. He was in his usual lab coat and black tie, but clean clothes could not mask his obvious exhaustion. He gazed at Kevin steadily and finally said,

"Mr. Levin."

It was a statement, not a question or invitation to come any further into the medical center. Down the hall Kevin spotted Morton and Dearborn and Lee. All three sergeants were armed to the teeth and watching him like a pack of wolves. They were here for him. They had expected this, expected him to be impulsive and not listen and . . .

He had not disappointed.

"You will not cause a scene," he was flat-out told, and it was clear the Professor meant business.

"I need to see Ben," he replied, forcing himself to speak calmly.

"You were asked to wait."

The scientist spoke quietly, but the reprimand was there. Kevin lowered his gaze, forced to admit, "I . . . I don't think I waited around for that bit."

A long pause followed this statement, and Utonium's frown seemed to spell certain doom. He squirmed, realizing he'd run out on Utonium's messenger. To Kevin's great surprise and relief, though, the Professor said, "No noise, Mr. Levin. Keep your voice down. Ben's not the only patient in here. I'm going to let you see him, but when I tell you to leave, you leave and you don't return until I say you can. Understood?"

Kevin swallowed and nodded, suddenly afraid of getting what he wished for.

"Ben's on life support. It looks scarier than it is."

"I've . . . I've seen people on it before."

Utonium gave him a look. "Have you seen someone you love on it?"

The soft question was like a punch to the gut and brought all of his emotions and fears and reactions into sharp focus.

"No," he confessed.

"It's hard," Utonium said. "But as I said, it looks scarier than it is."

"How is he?"

"We're not sure yet."

Such brutal honesty. Part of Kevin wished the Professor would lie to him.

"This way."

He nodded to the security officers and Kevin did not miss the slight movement as they removed their hands from their weapons. He followed Utonium into the room closest to the nurses' station. It was dimly lit and very warm and the first thing Kevin was aware of was the sound of machinery. It wasn't loud, but there was no other noise in the room and it seemed to dominate the setting: the sound of air being forced through tubes as Ben was forced to breathe, then allowed to exhale.

He lay on the only bed in the room, skinny and shirtless and strangely colorless without the Omnitrix on his arm. Kevin was aware of wires and tubes and electronic machines, but Ben was all that held his attention. His nose and mouth were covered with an oxygen mask. It seemed very big and heavy until Kevin realized it included a tube down Ben's throat. He grimaced. That did not look like fun.

Motion on the opposite side of the bed caught Kevin's attention as someone looked up. Dexter. He should have known he'd be here. There was no escape. The kid was haunting him. A spike of anger went through him at the thought that Dexter had been allowed here first, even before Gwen.

Fierce blue eyes fixed on him in unspoken challenge, and it was plain the runt expected him to get mouthy or snide. So far Kevin had never been anything less, so he may as well play it to the max.

"What are y-"

"Lower your voice, Mr. Levin, or you're out of here and you won't be back."

The threat in Utonium's quiet voice sent a chill down Kevin's spine and he knew he'd screwed up once again. Why not? He seemed incapable of doing anything right lately. Was it the fact that he might bother Ben or that he'd snapped at the Boy Wonder? Dexter glanced at his father and seemed to grasp the situation better and faster than Kevin.

"He's asleep, Mr. Levin," Dexter said in a tone just above a whisper. "He has not done so since this started and he needs to stay that way for a while. Do nothing to disturb him."

For a long and painful moment Kevin just stared, hating this kid and everything he represented and hating himself even more. Ben might put Dexter on a pedestal, but then Kevin had worked to undermine the friendship he and Ben already had. It looked like all that hard work was paying off.

God, he was a jerk. He was pitting himself against this brat when the only thing he should be focusing on was his friend. Was it too late to fix anything? Too late to fix Ben? Well, he had to start somewhere. Hesitantly he asked, "You guys mind if I just, you know . . . sit here with him? For a while," he added when neither nerd answered.

The delay was so protracted that he feared they might refuse and toss him out now. The Professor nodded and Dexter walked out of the room without a word or glance back. With a last, stern look, Utonium left as well.

He stared at Ben, wondering what to say or do. He was lousy at mushy stuff. Pacing around a bit, listening to Ben breathe, he finally found the words. They flowed awkwardly from his lips, but they came from his heart.

"Listen, Tennyson . . . Ben. I know you can't hear me, but I'm sorry. Sorry I treated you like dirt and didn't listen even when I knew you knew better. I'm a jerk. I'm an idiot. You gave me every chance because that's what you do. I just kept taking and stopped giving back. I was angry. You got so close to Dexter so fast. I wanted to ruin that on you. I didn't think I'd ruin our friendship instead."

There was one chair in the room, a large and comfortable affair that he pulled closer to the bed. He sat down, suddenly tired and miserable in every possible way. He stared at the sleeping teenager, remembering the shock and pain in his eyes in the moment this had all begun. He would never be able to banish the image of Utonium doing CPR or Cardon's clipped, controlled voice as he gave orders. There was a bruise on Ben's chest from the Professor's hands. Why was he so frightened of the memory? They had saved Ben's life.

Reaching up, Kevin dared to touch Ben. There were monitors on his fingertips and an IV cannula in his hand, so Kevin reached a bit higher and laid his hand on Ben's forearm. He didn't care if it got him into trouble. He needed to connect, to feel for himself that Ben was really here and alive.

"I'm sorry," he whispered.

A small, slim hand was laid atop his. He looked up to see Gwen standing beside the chair. She was looking not at her cousin, but at Kevin. Tired and pale as she was, even with eyes puffy with crying, he thought she was breathtaking.

"He knows," she said softly.

"Gwen." He didn't know what else to say. "Gwen, I-"

"Shh or they'll throw us out." She scooted into the chair beside him, wedging herself in tight even though there was room for both of them. He put his free arm around her and she raised no argument when he pulled her a little closer.

"Gwen?" he asked after a few minutes.

"Yeah?"

"Do you hate me?"

She drew her feet up, shifting to reach both arms around him from the side and rest her head against his shoulder. "No."

"You think Ben will?"

"No," she said. "He'll be mad for a bit, but he won't hate you, Kevin. It's not in him."

He nodded. In his heart he knew it was true and he welcomed whatever wrath Ben decided to unleash on him (unimpressive and short-lived though it would probably be), but he just needed to hear the words. They were silent for a long time, and gradually Gwen slumped heavily against him, asleep. Kevin held her carefully, not daring to move, and watched and listened in gratitude and grief as Ben went on living. Sleep eventually claimed him, and the order to leave never came.

**OoOoOoOoOoOoO**

"Dad?"

Utonium barely managed to open his eyes, so completely exhausted was he. When he finally accomplished this Herculean task, it was to find his fourteen-year-old ward standing next to the bed, wrapped in a blanket. The redhead was gazing at him nervously and wearing a rather hangdog expression. He smiled faintly, recognizing all the symptoms and knowing what Dexter needed right now.

"Can't sleep?"

"Yes, I - I just . . . um . . . no. I can't." He hung his head, realizing he'd woken the Professor, and mumbled, "Sorry."

"You're too tired and you're thinking too hard." As he spoke Utonium slid over a bit, making room. Still cocooned in his blanket, Dexter lay down in the warm spot, putting his glasses on the bedside table and settling down.

"What are you thinking?" asked Utonium.

Dexter sighed. "So much has gone wrong."

"Fatalist. A lot has gone right."

"It just feels . . . like I haven't done enough."

"Dexter, what else is there that you could have done?"

"I don't know."

"Exactly. You've done all that you could. We have to give Ben a chance to get better now. You know Ben. He'll wake up when he's good and ready."

Dexter smiled faintly. If sleeping was an Olympic event, Ben Tennyson would be the US team captain. A moment later he sighed, wishing he could turn off his thoughts.

"Need something to think about?" asked Utonium, yawning.

Dexter nodded.

"Recite the Periodic Table in order."

"Alphabetical?"

"By weight."

"With or without the g-block?"

"With of course."

"Hydrogen. Helium. Lith-"

"Too easy. Reverse order."

A small laugh escaped him. Softly, with sleep creeping up upon him, he began again. "Ununoctium. Ununseptium. Ununhexium . . ."

He never made it past Rutherfordium. Utonium pulled the covers snugly over the sleeping boy. He understood the anxiety that had kept Dexter from sleep even though he was exhausted. The Professor was no further from despair than Dexter; he was simply better able to deal with it. Closing his eyes, Patrick Utonium listened to the soft breaths from the child beside him and let it lull him to sleep, grateful beyond words for the sound and his son's life.


	27. Interlude: Maître du monde

**Interlude Four: **_****__Maître_ du monde

". . . If, however, this were a boat of some new design, there had as yet been no opportunity to observe its form. As to the engines which drove it, they must be of a power far beyond the fastest known. By what force they worked, was equally a problem. Since the boat had no sails, it was not driven by the wind; and since it had no smoke-stack, it was not driven by steam."

_On some level he could hear the Voice – young, articulate, and with an odd, musical lilt to it that set it apart from the Others – and he was able to envision the story being relayed to him like a distant dream. The Voice was familiar, the story was not, and both were welcome diversions, anchors that marked the passing of one moment to the next, bringing him one page closer to the mystery solved._

_Beyond the Voice were Sounds, steady and rhythmic. The Sounds stayed with him even on the occasions when the Voice left with its usual promise to return. There were Other Voices, some familiar and some not. At one point he remembered a sea of pink light all around him. Its warmth had eluded him, but it had intrigued him even as the Other Voices had spoken of deep disappointment. Several times he had seen the pink light, but it was not anything that he could grasp. They were trying to reach him, but he was still too far away._

"_. . ._ another interesting and possibly important point. It was a singular coincidence which indeed Mr. Ward suggested to me, at the same moment that I was considering it. This was that only after the disappearance of the wonderful automobile had the no less wonderful boat come into view. Moreover, their engines both possessed a most dangerous power of locomotion. If both should go rushing at the same time over the face of the world, the same danger would threaten mankind everywhere, in boats, in vehicles, and on foot. Therefore it was absolutely necessary that the police should in some manner interfere to protect the public ways of travel."

_He drifted back, trying to imagine what the Voice looked like. Did it have a form? Certainly he could envision the words it was saying, the descriptions of the story it told. Trees, mountains, water – he knew these things. He could picture them. The Voice? It must be a person, since they spoke, but who it was or what he looked like . . . he had no idea. _

_The Other Voices spoke words of comfort and encouragement, but the Voice was the only one that – what was the word for telling the story? Read? Reading? Yes. The Voice read to him. It was different from simply speaking, because reading told of people and places that existed only in words and his imagination. _

"That is what Mr. Ward pointed out to me; and our duty was obvious. But how could we accomplish this task? We discussed the matter for some time; and I was just about to leave when Mr. Ward made one last suggestion.

'Have you not observed, Strock,' said he, 'that there is a sort of fantastic resemblance between the general appearance of this boat and this automobile?'

'There is something of the sort, Mr. Ward.'

'Well, is it not possible that the two are one?'"

_The Voice paused, and then came the crisp, familiar Sound that told him the Voice would continue reading. That was good; he preferred having the Voice here._

"Chapter Six, The First Letter. After leaving Mr. Ward I returned to my home in Long Street. There I had plenty of time to consider this strange case uninterrupted by either-"

"What are you reading?"

_It was one of the Other Voices – the Abrasive One. It sounded critical and disbelieving, as always. When others were around he tended to be aggressive, but by himself he was more agreeable. He did not get along with the Voice – a drama outside the realm of the story. He didn't like having to hear them clash, which they did often. He remembered longing for what he now had – calm. The Abrasive One usually drove the Voice away with his presence even though the Voice tried to be reasonable, and the calm was upset and took a long time to settle._

"Good morning, Gwen. Mr. Levin. I'm reading _Master of the World_ by Jules Verne."

"Why?"

"Because I choose to and because it's a story Ben and I have discussed in the past. Why?"

"I thought you were supposed to wake him up, not bore him deeper into a coma."

"Kevin Ethan Levin!"

_It was the Pink Voice, sounding annoyed with the Abrasive One. That happened often, and the Abrasive One rarely argued. His tone changed._

"I'm just saying that _this_ is Ben's favorite book. If you want to entertain him while he's snoozing, read him this."

"_Area 7_ by Matthew Reilly? He's never mentioned such an author."

"How often have you seen Tennyson read?"

"A fair point. Yet this is his favorite?"

"Trust me."

_The disbelief that followed the Abrasive One's reply was evident even to him in his hazy limbo. He wished they would let the Voice continue. He didn't like that they did not get along, though the Voice made more effort than the Abrasive One. He knew the Voice was reading as he said,_

"'Reilly, the pedal-to-the-metal action novelist from Australia, returns here with yet another inelegant yet oddly invigorating rip-snorter about - what else? World domination.' Oh, of course. What else is there to write about in a rip-snorter? 'The setting this time is Area 7, a top-secret military outpost in the barren outback of Utah where government scientists are trying to perfect a new vaccine that will protect Americans from the Sinovirus, a deadly disease invented by the Chinese to kill everyone on Earth except themselves.' WHAAAT? This can't be for real."

"You got it in your hands. What more proof do you need?"

"And what, people that are half-Asain will get half as sick? 'Reilly employs just about every tactic both clever and crude to keep the suspense afloat. Character development is nil, and dialogue is at times comic-strip bad.' How shocking. 'Yet the sheer frenzy of Reilly's approach can inspire awe. How many heroes, after all, can kill an enemy aboard the space shuttle in outer space, then return to earth and dispatch another foe by pushing him into a pool full of meat-eating Komodo dragons all over the course of less than an hour?' I was not aware there was a vegetarian variety of Komodo dragon. Riiiight. Great. Well. I'll start reading it this afternoon. Is that where he left off?"

"Yup."

"Does Ben always use candy wrappers as book marks?"

"Yup."

"Uh-huh. Well, at least I didn't miss the part with the dragons. Are you cert-"

"Excuse me, sir, but it's 9:15. The financial meeting is in fifteen minutes."

"Thank you, Sergeant. I'm on my way. I'll see you later, Ben."

_And then the Voice was gone, always with the promise of returning. _

"Kevin, what are you up to? You know Ben's favorite book is _The Complete Guide to the Sumo Slammers Universe_. Where did you get that?"

"It was lying around in the security office. C'mon, Gwen, look at that thing he's reading Ben! It's as big as a paving stone."

"Stop trying to provoke him. You're not helping and you're going to get yourself banned from Medical."

_Fast, crisp Sounds reached his senses as the Pink Voice looked through the story. _

"Any pictures?"

"Yes. Oh! It's an antique. 1904. And . . . Kevin, it's in French."

"Can't be. Dexie was talking English."

"Look. _Maître du monde. _That's_ Master of the World_. It's a first edition. He must have been translating as he read. Wow. I know French, but I'm not nearly _that _fluent."

"I knew he couldn't be human. Vulcan. Gotta be."

_They spoke on, but he paid them little heed and their words faded into the Sounds. He drifted back into the gentle, floating nothingness that was his world, waiting to be called back by the Voice._


	28. Area 7

**Chapter Twenty-Four: _Area 7_**

_Area 7 _is copyrighted 2001 to Matthew Reilly. Honestly, it's a real book, and it's about as bad as Dexter says it is.

**OoOoOoOoOoOoO**

_"And then from out of nowhere, a giant reptilian head came bursting out of the water and lunged at Schofield's head."_

There was an incredulous pause, then,

"That makes little sense. We know exactly where he is - in the decompression area and by the water, which is most definitely somewhere. I believe we can safely assume that these are mutant Komodo dragons, too, because while they can get quite large, describing their heads as 'giant' is a bit much. Moreover, they don't swim. But I digress."

He was no longer floating in nothingness. He had a body and form now. For the most part he was relaxed, but returning to the world outside his mind brought some discomfort, especially since there was something down his throat forcing air into his lungs and he could not easily breathe at his usual deep, slow pace. Still, he was warm and the bed was soft and he recognized the accent as the person that had been with him the most. He had no idea of what he was reading or even talking about, but it was better than listening to nothing.

_"Schofield rolled quickly, avoiding the fast-moving jaws as they snapped __down an inch away from his face._

_Jesus!_

_It was a Komodo dragon. The largest lizard in the world, a known __man-eater_ - Whaaaat? Yeah, if you happen to drop dead in front of it. They're land animals and carrion eaters! There is no proof whatsoever that they've ever killed a human and the ones that get bitten are just plain stoopid. What are Komodo dragons doing paddling around like sharks? _The President had said they kept some of them here - __along with the Kodiak bears, in cages on Level 5 - for use on the __Sinovirus project."_

Another pause punctuated the reading. "You know, Ben, President and Mrs. Adams kept an alligator in the White House gardens. The Marquis de Lafayette gave it to them. Perhaps the marquis had a sense of humor. That may have sparked this presidential tendency to keep exotic pets and inspired Matthew Reilly in this carefully researched masterpiece that _almost _rivals Sumo Slammer fanfic. "

Ben? Yes. That was his name. Ben . . . Ten? Sumo Slammers? A memory stirred. He knew those words. As he pondered their significance, the young voice continued.

_"The electric locks on their cages, it seemed, hadn't survived the power shut-down either_. Really? Astounding. And they had no back-ups on the cages holding gigantic, vicious, man-eating lizards that can kill by land and sea. Not even a hasp. Brilliant.

_At the sight of the Komodo dragon in the pool, a thin smile cracked Lucifer's hideous face. _

_He lifted Schofield off the ground and held him out over the reptile-infested pool. __As he hung above it, legs kicking, hands grappling at Lucifer's enormous fists, Schofield saw the dark alligatorlike bodies of at least two dragons in the water beneath him. _Yeeee-ah. Because two constitute an infestation. I am not even going to touch on the logistics, body mechanics, and leverage issues this maneuver by Mr. Lucifer Leary raises. And I correct my earlier statement: this almost rivals _bad_ Sumo Slammers fanfic. And don't pretend you don't know what I'm talking about, Mr. Tennyson."

"Sir?"

Another voice interrupted the commentary. He'd heard this person speak before. He was always calm and polite, but there was a no-nonsense tone to his voice.

"Yes, Morton?"

"Rehlander was wondering if you're going to be done with that soon. He hasn't finished it yet."

"What?"

"The book you're reading, sir. _Area 7_. It's Rehlander's. It went missing from the comm center a few days ago when he got back from his break."

Ben opened his eyes a crack, enjoying the light and colors, and he could sense the person beside him quietly fuming. Not really grasping all that he saw, he watched with interest as a redheaded boy slapped a book close with unnecessary force, growling as he did so. His mind was sorting things out - the boy, his anger, the comfortable room, pain in his throat, his awareness of his own self - when the new voice asked,

"You okay, sir?"

_"Fine,"_ growled Dexter savagely. "It seems Ben is once again a victim of Kevin Levin. I can't imagine how many brain cells have been murdered reading this rag. Here. Return it to Rehlander, please. Just get it well away from me."

The boy held out the book, but the tall man that entered the room didn't take it or look at it. He was staring right back at Ben, his blue eyes wide.

"Sir, look! He's awake!"

"What?"

The redhead whirled, and then gasped as Ben shifted his focus from the man to him.

"Ben! Sergeant, quickly! Fetch Dr. Cardon!"

Sleep was weighing him down again, but still he looked with great interest at the elated boy as the blond man went to fetch. There was astonishment and delight in his expression as he laid his hand atop Ben's. He could feel . . . not skin or fabric, though the hand was warm. Puzzling.

"Can you hear me?"

He pressed his fingers closed, and the simple response rendered the boy speechless. The boy smiled and looked up as another man strode into the room and leaned over Ben, looking supremely happy as he said,

"Good morning, Mr. Tennyson. Nice to see you're awake."

**OoOoOoOoOoOoO**

"So how long did he stay awake?"

"About twenty minutes. Long enough for Gwen to get there. She was in her robe and slippers. He was back to sleep a minute later." Dexter was positively aglow as he stirred his coffee, leaning his chin on his hand as he happily told his father every detail of Ben waking up, blissfully unaware that the Professor had already read Cardon's assessment. It had been ages since Utonium had seen his ward so happy and animated, and he would do nothing to spoil it. He cut Dexter a thick slice of cheese strudel and set the plate before him as they celebrated.

"Were you there the whole time?"

"Of course. Dr. Cardon asked him a variety of yes and no questions to ascertain the state of his memory and motor function."

"How'd he score?"

Dexter was smiling as he laid into his pastry. "According to the doctor, Ben did very well, all things considered. He said if Ben manages to stay awake a bit longer today, he'll see about taking him off life support."

"Really?"

"Yes! Dr. Cardon expects that he'll have trouble speaking, but with the ventilator down his throat he hasn't got a chance of that."

Sitting back with his coffee in hand, the Professor watched more than listened as Dexter carried on. The tension of this endless week seemed to have vanished in twenty or so minutes of Ben Tennyson opening his eyes and regaining awareness. It had been eight hard, long days since the Omnitrix had been taken off of Ben's arm. In that whole time, Dexter had spent as much time as possible with his friend, reading to Ben, quietly talking to him, or just sitting there in the room with him. Utonium had not failed to note that as best he could manage it, Dexter kept the opposite schedule of Kevin, and the two boys rarely met. It was just as well. There was no love lost between them, and Dexter saw no reason to subject himself to Levin's childish goading. He admitted to Utonium (and probably no one else) that Kevin had hoodwinked him (his words) with that appalling book _Area 7_. Patrick Utonium knew perfectly well that was the sort of puerile behavior that Dexter would never forget.

"So now what happens?" asked Utonium, pouring them more coffee.

"Dr. Cardon says he'll have to ascertain what, if any, after-effects from a coma and electrocution Ben suffer from. He may need physical and speech therapy, but that remains to be seen."

"Did he say when Ben might wake up again?"

"He doesn't know. It all depends on Mr. Tennyson and how soon he wants to eat."

He smiled. It had taken a lot of effort on Utonium's part to get Ben to eat more when he was visiting. For some strange reason his household dynamics always seemed reversed - the girls couldn't eat enough while the boys barely seemed to consume enough to sustain life, and while the girls gradually pulled away from their father and became more active socially, Dexter just grew closer and closer to his father. Utonium didn't mind, knowing that Dexter was subconsciously making up for years of neglect. When Dexter was ready he would face the world on his own terms. Until then, he was enjoying being an older brother and son in a tight, loving - albeit odd - family.

Watching the redhead devour strudel, the Professor took quiet delight in Dexter's renewed appetite. The bruises Spidermonkey had inflicted on him were fading rapidly and now that Ben was recovering, he was truly happy. He could even laugh at how horrid and inaccurate he thought _Area 7_ was, though the Professor knew that the book was making the rounds through all the ranks of DexLabs Security. Even Kilroy had read it.

"Going back to Medical?"

Dexter shook his head. "Not until later."

"Kevin?"

Dexter drew a deep breath and adjusted his glasses, delaying tactics that were answer enough for the Professor. He was definitely avoiding Kevin Levin. "Actually, I need to go speak to Chief Barns about rescheduling the test flight for the _January A-3. _The FAA didn't appreciate us canceling so abruptly so we'll make nice and let them set the date this time."

"Call me later and I'll go with you to see Ben."

Dexter smiled, accepting the offer of a shield. "Thanks, Dad."

It was early in the evening when they were both free again, and Dexter met Utonium at his genetics lab. With the ubiquitous Sgt. Morton following behind them to keep Number 2 and just about everyone else away from Dexter, they walked to Medical. The Professor had not called ahead, but given the hour he expected Gwen and Kevin to be there. KND doctor Seventy-Seven met them. The Japanese boy was smiling so wide his eyes were mere slits.

"Good news," he said, intercepting them. "Ben was awake for about an hour this afternoon and Dr. Cardon and I took him off of life support."

"That's excellent, Doctor," Dexter replied. "I wasn't informed."

Seventy-Seven nodded, his unruly black hair flopping into his eyes at the motion. "Dr. Cardon didn't want anyone around to see it. Yakking up a ventilator tube can be pretty nasty, trust me."

The Professor made a little sound of agreement, thereby cutting off any sharp reply Dexter might have made. Instead he asked, "Has he spoken?"

"A little. Dr. Cardon doesn't think he'll have much trouble with his speech, he'll just have to take it slowly. His throat's really sore."

"Has he got any idea of what's happened to him?"

"He just thinks he was hurt right now. We don't want to give him too many details yet."

Asked Dexter, "May we visit him?"

The young doctor nodded. "Of course."

As expected, Gwen and Kevin were already in the room, but to Utonium's intense pleasure, not only was Ben awake, but he was sitting up and being held tightly by Gwen. The brunet leaned heavily, weakly on his cousin, resting his head on her shoulder and looking as if he wanted to go right back to sleep. Kevin stood close by, a faint, affectionate smile on his lips as he watched the reunion. For a long while the owner and president of DexCorp went unnoticed as they stood in the doorway, and together they enjoyed the sight of their friend. Ben was pale and thin and his hair needed to be washed, but he was awake and breathing and moving and these simple actions rendered father and son speechless as they drank in this moment. Dexter looked up at the Professor with bright eyes and smiled, the motion attracting Kevin's attention. The Osmosian seemed about to speak when Gwen raised her head, noticing the scientists in their white coats. Her expression was closer to alarm than pleasure as Ben stirred and turned to see what she was looking at.

He blinked at them sleepily, his nose and cheeks still bearing faint red marks from the breathing apparatus that had helped keep him alive for over a week. Utonium found the blank look in Ben's eyes disturbing, but Dexter only saw his friend. Despite the presence of people he neither liked nor trusted, Dexter came dangerously close to a broad grin as he stepped into the room and closer to the bed.

"So good to see you awake again, Ben," he said, and Utonium could hear the happiness in his young voice and see it in his body language. He could tell it was taking every ounce of self control for Dexter to keep his voice even and his manner calm and to refrain from tackling the older teen. "I've missed you. How do you feel?"

Ben closed his eyes a few moments, finally opening them to stare at the boy beside his bed and rally his strength to reply. "Okay," he finally managed to whisper in a raspy voice. He barely sounded like himself. "Sore." He swallowed painfully, his eyes narrowing the least bit as he took in Dexter's strange mode of dress from heavy boots to his long lab coat and purple gloves, all the way up to his tinted glasses. The newly wakened teen struggled for a bit, clearly confused, and finally Ben asked,

"Have we . . . met?"


	29. Einstein's Theory of Reveille

**Chapter Twenty-Five: Einstein's Theory of Reveille**

_A/N Cybra had documented Ben's attempts to get along with Dexter's cat in her adorable oneshot here on FFN entitled _Mine_._

**OoOoOoOoOoOoO**

"Have we . . . met?"

Ben's question was simple and innocent and he knew it hit Dexter like a physical blow. By the shift in Dexter's posture and the clenching of his hands he could see all that animation, all the excitement snuffed out in an instant. Shock and pain replaced happiness, leaving his son devastated.

This was Dexter's breaking point. Utonium knew that instinctively by his stance and breathing. He glanced at Ben, so weary and confused and ignorant. When that young man returned to himself and learned what he had done to Dexter right now he would be equally devastated. Both boys were the victims of selfish greed, but at the moment it was Dexter who needed comfort most. Gwen looked at the redhead in sympathy, and Kevin was pale. They had known and had not been afforded the chance to warn them.

Tension radiated off of Dexter as he desperately tried to collect himself and control his breathing. Clasping his hands behind his back in an abrupt gesture, he snapped, "Excuse me, please," before turning and walking quickly out of the hospital room. Utonium reached for him as he passed but Dexter slipped past his hand and out the door. Utonium let him go. He dropped his hand and looked to the older teens. On the bed, Ben closed his eyes, unable to puzzle through events even though he seemed to sense something important had just happened. Gwen stroked his hair, slowly rocking her cousin as she gazed at Professor Utonium with compassion. Even Kevin wore a sympathetic expression.

"You'll have to excuse me as well," Utonium said. He focused on the young man that had been the source of so much worry for so long and kept his voice even. "It's so good to see you awake, Ben. I'll see you all later."

He retreated to the hall and was about to ask Computress to locate Dexter when he heard a quiet, "Hey, Professor!" follow him. To his surprise, Kevin hurried to join him.

"Sorry," he blurted, not sure how to soften the blow and so trying to get it over with quickly. "We figured it out five minutes before you got here."

"Figured what out?"

Kevin jerked his thumb back at the hospital room. "Ben. He's lost a chunk of memory. He thinks he's fifteen. He doesn't remember anything about the Fusion invasion or anything that's happened in the last two years or so. As far as he knows, we're in the middle of fighting the HighBreed and the DNAliens. He has no idea of where he is or who anyone here is besides me and Gwen."

A weary sigh escaped Utonium, and abruptly he felt quite old.

"We didn't - don't know what to say," Kevin added.

He nodded, rubbing his head as he thought. "I'll speak to Dr. Cardon. He's better versed in this sort of thing than Seventy-Seven or I. I don't know how much we should say to Ben, if anything. I don't want to upset him."

"You gonna talk to Dex?" Kevin asked, and the concern in his voice gained him a look of interest and mild surprise. Self-conscious, he offered, "That had to hurt."

"Dexter, and yes," Utonium acknowledged, "I'm going to find him now."

"We'll be with Benji if you need us."

He nodded again. "All right. Thank you." He watched until Kevin returned to Ben's room, and then he quietly asked the nurse on duty what direction Sgt. Morton had taken.

"That way, Professor. Toward the medical library."

Patrick Utonium smiled sadly at how well he knew Dexter. He hadn't gone far or hid well, meaning he wanted to be found. If he had gone far and deep into his laboratory, Utonium would have let him stew for a little while. He felt a world of sympathy for the boy. Poor Dexter had been working so hard and pouring so much of himself into this whole situation that it came as no surprise that he should take Ben forgetting him so hard. Dexter was too familiar with rejection to handle this well or shake it off easily. He knew perfectly well that Dexter would understand Ben's complete lack of control over the situation, but understanding didn't necessarily make it any less painful.

Sgt. Morton was standing guard outside the door he wanted. Utonium paused and gave the former SEAL a small smile, grateful for his devotion. "Thank you, Chip."

"He needs you, sir," was the quiet observation.

The medical library was in shadows, the only light coming from the parking lot beyond the landscaped garden outside the medical research wing. Utonium just headed for the furthest corner by the windows and his assumption paid off. Dexter leaned on the wall, staring out at nothing and looking thoroughly miserable.

"Dexter," he said softly. A shift in his posture told Utonium the boy was listening. "We knew amnesia was a possible result of what Ben's been through. He's made remarkable progress so far and nothing says this is permanent. Right now he's lost all of the last two years."

"I know," Dexter murmured, and by his tone the Professor knew what was soon to follow this crushing disappointment. "I just . . . I just never thought that Ben might forget _me_."

Utonium simply opened his arms and reached for his son. Dexter pushed off the wall and walked into that ready embrace, resting his head on his father's chest and giving himself over to the trust and absolute love they shared even as he gave in to his emotions. As far as the Professor could tell, he didn't cry, at least not out loud. There was no dramatic upwelling of drama and tears such as Bubbles would have produced or an indignant litany of reasoning the issue through like Blossom or an angry call to aggression such as Buttercup's usual reaction. There was just a long, quiet embrace until Dexter's grief was spent. All that was left was a sad and weary little boy whose heart was weighed down with sorrow.

**OoOoOoOoOoOoO**

"I'm guessing your logic for steering clear of Medical is you don't want to upset Ben. If that's the case, you fail."

Dexter straightened, carefully turning off the oxygen flow to the acetylene torch he was using to weld together the housing of an experimental engine. The construction project was his ongoing homework assignment, tucked away in the corner of one of the hangars. He was fortunate that Dr. Weiss understood very well that Dexter was constantly pulled in several directions at once, because despite his best efforts he rarely managed to finish his homework on time. Clearly he wasn't going to be allowed to work in peace today. He pushed back the visor of the heavy mask he was wearing and blinked a few times at the brightness of the hangar before turning to Kevin. His father or Mr. Green must have allowed Kevin access to this area – that or once again he was flaunting the rules and security. The Osmosian was angry and not afraid to show it. Dexter frankly didn't care.

"What?"

"Why are you hiding from Ben?"

"I'm not hiding," he replied.

"Oh? So what do you call it? Three days ago we couldn't get you out of that room with a crow bar. You haven't been back there since."

He removed the welding mask, following it with his heavy gloves. "Ben has no idea who I am. I see no reason to force my company on him."

"He might not know you, Dex, but-"

"Do _not_ call me that, Mr. Levin," snapped Dexter, growing angry in turn.

"Call you what? Dex?"

"My name is Dexter."

"Ben calls you Dex."

"He's the only individual allowed that liberty."

They glared at one another long and hard, neither willing to bend in this case. Though it was fitting, Dexter was not fond of his name (especially when paired with his middle and last names – his parents had no taste and he swore that on his eighteenth birthday he was having his surname changed to Utonium) but bad as it was, he hated it shortened to Dex. Not even the Professor or his sisters were allowed to call him anything but Dexter. He simply didn't respond to anything but his name. Ben Tennyson alone had laid claim to the right and privilege of calling him Dex, and only then because Dexter had been too astonished by Ben's audacity (and distracted by his steady harassment) to correct him before it became a habit. Dexter simply retaliated by calling Ben "Mr. Tennyson.'

As far as the owner of DexCorp International was concerned, Kevin Levin lacked Ben's charm in this and almost all matters. They weren't even worth comparing, these two young men. He did not find Kevin humorous, nor did he appreciate his underhanded tactics and backhanded compliments, especially when he saw fit to vent his spleen at Ben. He didn't trust Kevin any more than he understood Ben's regard for this abrasive individual, and it was only because his trust in Ben was absolute that he tolerated the older teen's presence at the corporate headquarters that was his home.

"Fine," Kevin finally said in a sneering tone, opting to pick his battles with greater care and get back to the issue at hand. "Dexter. Ben may not remember you, but he's remembering other things over the last two years. He knows enough to figure out he's upset you. He's figured out that you're not a Plumber or a KND doctor, and he knows you're important here and to him. Stop making him pay for something that's not his fault!"

He pulled off the protective apron he'd been wearing; quietly seething that Kevin dared interrupt him for the sole purpose of yelling at him and blaming him for distressing Ben. As he folded the apron with exaggerated care, Dexter quietly asked, "Have you told him?"

From the corner of his eyes he saw that Kevin went rigid. He had gone straight for the jugular, seeing no reason to mince words. It was a low blow, but essentially fair given the fact that Kevin had come here to call Dexter a coward for avoiding Ben. The reports from Medical told him that Kevin and Gwen had been dancing around the truth of why Ben was hospitalized, but it must be getting harder and harder as Ben's memory came back in odd spurts.

Dexter set the apron down and faced Kevin, a slight figure all in black. "He surely must be wondering where the Omnitrix is by now. What have you told him about that?"

"He knows he's got amnesia. Dr. Cardon says it's better if he remembers stuff on his own."

"That's convenient. And if he's incapable of recalling what happened in the Twisted Forest? What then? Will you tell him?"

It was very clear that the person Kevin Levin hated the most at that moment was standing ten feet away and wearing glasses. Deliberately he growled, "Yes."

It took Dexter a few moments, but he finally decided he believed Kevin. What version of events Ben would receive remained to be seen.

"I didn't come here to talk about me."

"Mmm. You came here to berate me instead."

"It's not about you or me, Dexter! It's about Ben and what he needs!"

"Oh, _now_ you think of him!" Dexter snapped. "Where was this attitude last winter when you told him to stop talking? To shut up? Do you have any clue how much that hurt him? I do. You hurt him deeply, Mr. Levin. He did as you asked and it still wasn't enough for you, you just went on hurting him. You say _I'm_ making Ben pay? Have I questioned or hesitated at any point since this started to do what's best for Ben? Have I?"

The amount of time and money and resources caring for Ben had been immense. Man power tied up, production and research delayed, the test flight for the _January_ put off for a month, damages to the _Atvatabar_, equipment destroyed, medical bills, his own precious time spent with Ben and not working in his lab – the cost was staggering in terms of profits, but he had never once considered doing anything less. Ben was his best friend and had been his friend from the moment they met - even if Dexter hadn't yet been in possession of enough sense to see that. There was no limit to what Dexter would do for someone he held so dear. He stared at Kevin fiercely, waiting for the older teen to formulate an answer, expecting another sad excuse or evasion.

"You're right," Kevin said abruptly, his flip attitude gone. "You're right. I've been a jerk. I pushed Ben away. I was mad and took it out on him, only this time he didn't ignore it like he used to. You're so smart. You've got all the answers. What do you want me to do?"

"Treat him with the respect he deserves," Dexter replied sharply. "_Be_ his friend; just don't _act _like his friend. I mean _all_ the time, not just when it suits your needs."

Kevin smirked the least bit. "Already beat you to it, Dexter."

He frowned. "What?"

"Why else would I track you down?"

**OoOoOoOoOoOoO**

"Any signs of blood?" asked Utonium with mild interest, not looking up from the financial report he was studying.

_"Not yet, sir,"_ Morton replied over the radio. He sounded optimistic.

Faintly they could hear voices, but no words coming over the speaker. Dexter's ire was evident, and the Professor smiled at the sound.

"You are way too fond of that kid's temper, Patrick," John Cardon accused.

"I'd rather have him stomping and screaming than sulking," was the virtuous reply.

_"I think we may have a winner,"_ Morton announced. _"Levin is abandoning the field."_

"What's Dexter doing?"

_"Uh, I believe you'd describe it as pouting, sir."_

"Not a clean victory, then. I'll talk to him when he gets back. John, how's Ben doing?"

The doctor had been waiting for this question since he'd accepted Utonium's invitation to eavesdrop on this epic confrontation of brains versus brawn. Witnessed only by Sgt. Morton, the security chief had been ordered to let Kevin close enough to address Dexter to talk and intercede only if things got too tense or Dexter drew a weapon.

"Physically, surprisingly well. Mentally, I'd say he's almost as frustrated as your son right about now. He knows he's missing stuff, he just doesn't have anything to latch onto to help him remember."

"Can you give him a nudge in the right direction?" asked Utonium. "The kid's driving himself nuts and he's getting discouraged."

Cardon leveled his best professional stare at the company's president. "Are we talking Dexter or Ben?"

"Yes!"

With a sigh the doctor folded his arms, pondering. "Normally it's best to let people with amnesia to remember on their own."

"What about this situation is normal?" countered the Professor. When Cardon didn't answer quickly he added, "I'm waiting."

"I'm thinking." Half a minute passed. "Fine. Nothing. We're going small scale, Pat, and if it doesn't work we're just going to have to deal with the fact that Ben thinks he's too young to drive."

"Done. What have you got in mind?"

The doctor considered, and then cast Utonium a narrow-eyed look. "I need to borrow your cat."

"Einstein?"

"You got another cat?"

"God, no. He's all yours."

"I'll pick him up tonight."

**OoOoOoOoOoOoO**

Ben was rather relieved when Gwen finally left for her own room that evening and he could settle down to sleep. The things he had taken for granted for so long – walking, eating, talking – were new challenges as he recovered. The doctors were far more pleased with his progress than he was. He wanted to be up and running already, but his limbs seemed to have forgotten the meaning of coordination and grace and needed stern reminders in the form of physical therapy. He was getting better. If only he could remember.

He had figured out quickly that he was missing a big chunk of memory. The dates, the news, Gwen's appearance, Kevin's slang, everything he was used to, was wrong. The Highbreed invasion had been thwarted and another alien invasion had begun, one far more sinister and dangerous, if that was possible. Planet Fusion. What was it? On some hidden level he must have known already. He had to reconnect. That or he would have to relearn everything he already knew . . .

And didn't know. He hadn't forgotten the redheaded boy that had been so terribly disappointed by Ben's lack of response. He wished he hadn't been so darned tired that he hadn't been able to pursue that lead on the spot. He was supposed to know who that was, but as far as he remembered, he had never seen the boy (or heard that strange accent) before.

Or had he? The doctor here, Cardon, had allowed him books and magazines and sitting prominently on the table beside his bed was an antique book entitled _____Maître_ du monde. Gwen translated it from the French for him: _Master of the World. _He had paged through the copy, and somehow he felt he should be familiar with this, just as he should be familiar with the story and Robur and his all-purpose vessel the _Terror_. It seemed familiar but why, he could not say.

He roused from a restless, dream-fraught sleep when something small and light stepped on the bed. Immediately he was reminded of the times he'd slept over Gwen's house and his aunt's tabby cat, Zipper, had walked over him in the night, looking for attention or a warm spot to sleep. He opened his eyes. By the light from the hall he could see a long-haired cat picking a path over his legs. Ben smiled, suddenly glad of the company. He stretched his hand out for the feline to sniff. He passed inspection only when the cat rubbed its head on his fingers, purring.

"Hey there. How'd you get in here?" whispered Ben, sitting up a little to lift the cat into his lap. As he lay back down it snuggled down onto his chest, eyes closing contentedly as it wrapped its long tail tight around its feet. He pulled the blankets up, making it a nest atop him. The soft vibration and sound of its purr was positively hypnotic, and Ben let himself be lulled back to sleep.

**OoOoOoOoOoOoO**

When he awoke the cat was still there, having claimed most of the pillow. Reaching out, he gently scratched behind those pointed ears. The cat yawned, displaying long white teeth and rough tongue before he gave itself over to the caress, purring loudly and moving his head this way and that to make sure Ben didn't miss any spots. He didn't so much as stir when Dr. Cardon walked into the room, clipboard in hand and smiling to see Ben awake and occupied.

"I see you found a friend," he said casually, looking more amused than upset at the presence of a cat in the medical center.

"He found me," Ben replied.

"He seems to like you," the doctor observed.

Ben snorted a little laugh, still dutifully scratching. The cat's eyes were closed and he seemed to either be falling asleep or into a trance under the human's hand. "He didn't at first. It was ages before he'd do anything but hiss and scratch whenever I got too close."

"Really? What's his name?"

Ben focused on his companion. "Einstein."

"Who does he belong to?"

In a matter-of-fact tone, Ben smiled as he replied, "Dexter."


	30. Reset

**Chapter Twenty-Six: Reset**

"Go on, Dexter," Utonium urged gently, lightly steering the boy toward the door of the hospital room. "I'll be right out here."

It was this final promise that allowed Dexter to nod and then slowly make his feet move. He was frightened as he had not been before and it showed in every line of his small frame, but despite his trepidation at seeing Ben again he had declined his father's offer to accompany him. Utonium smiled and leaned over to whisper in his ear.

"He's your best friend – he doesn't bite in this form. Well . . . not that we're aware of, anyway," he added, trying to lighten Dexter's mood. He knew his son was terrified of being rejected a second time. "Go ahead. He needs your friendship now just as much as he needed your help all through this."

"Thanks, Dad," he softly said, managing a small smile.

Ben had fallen asleep again, which Dexter knew was to be expected from someone recently wakened from a coma. He had lost weight and it showed in the lines of his face. Always skinny, there was a sharp leanness to him now that seemed to speak of pain endured. Gazing at his friend, Dexter was struck by how closely Ben and Gwen resembled each other, especially now, and he wondered if they were ever mistaken for siblings, not cousins. Ben lay on his side with his knees drawn close and Einstein, ever the opportunist for a cozy spot in which to nap, curled up before him.

The cat roused as Dexter entered, lifting his head and yawning and purring at the sight of his human. Glad to see his pet, Dexter stepped close to the bed to stroke Einstein's head. The Ragdoll was a bit of a talker, and he made an appreciative trilling sound at the attention he felt was his due. Dexter was grateful for the cat's presence because otherwise he might have hesitated to come so close. His attention was on Einstein and very deliberately so when a rough voice whispered,

"Hey, Dex."

He shifted his focus from one friend to the other, unable to keep from hoping. Ben wore a weary smile, and by the dim light the redhead could see that there was recognition in those green eyes. He hadn't moved, but he had been watching Dexter for a few long moments.

Despite his attempt to speak in a normal tone, Dexter's voice almost matched Ben's as he replied, "Hi, Ben."

"You okay?"

His heart was racing fit to burst and he wanted nothing more than to shout out his delight at having his friend back, but instead he said, "Very much so, now that you're awake."

Slowly he uncoiled himself and stretched out, forcing Einstein to make room. Both boy and cat stretched, and Ben sighed and regarded Dexter, gauging him as only someone close to such a guarded person could.

"Apologies in advance if I just nod off on you," he cautioned with a yawn. "I keep doing that."

"Don't apologize, Ben. I'm just happy to have you awake at all."

"Sorry if I rattled you the other day," he added. "My brain was kinda out to lunch back in 2008."

Dexter shook his head, insisting again, "Don't apologize, Benjamin. You've not had control over any of what's happened to you."

Ben smiled a bit, and Dexter could only conclude that his friend was back to being amused at his choice of sentence structure and hearing the unabridged version of his name. Somehow he seemed to entertain the older teen so easily.

"Yeah, but that doesn't mean I don't feel bad. I'd never do that to you on purpose, Dex."

"I know," he breathed, knowing it was the absolute truth. A little uneasily he wondered, "What do you remember? What's the last thing?"

"Cardon asked me that, too. I remember taking Julie for a smoothie in Bellwood and then . . . getting into bed. I woke up here. It's kinda weird."

"When was that? Do you remember?"

"The first Saturday in March."

Dexter nodded, quickly calculating.

"He said it's not uncommon to completely loose about two weeks worth of memory after getting shocked."

"Add another week in a coma . . ."

"And here we are."

"You don't remember the Frightening Bugs or the Twisted Forest?"

"Nada." Ben made a face. "Gwen said you've got the Omnitrix locked up?"

"Yes. It's in my laboratory."

"Your what?"

So they were back to this already. He had missed Ben's version of teasing, even though he really couldn't grasp why his pronunciation – which to his ears was perfectly normal – was such a source of pleasure. Dexter tried hard not to grin as he slowly enunciated. "My lah-boor-ah-torry, Mr. Tennyson."

Ben chuckled, and it was wonderful to hear. Dexter leaned against the bed, idly stroking Einstein, who had gone straight back to sleep, belly up and stretched out alongside Ben. Carefully he inquired, "Do you know what happened to you?"

"I just know the Omnitrix was on the fritz and I got zapped. Kevin said he'd tell me just as soon as Dr. Cardon lets him and I can stay awake for more than an hour."

Dexter nodded, not in the least surprised that Kevin hadn't spoken yet. If only he'd learned to listen two weeks ago. "I'll have some details for you as well, but I'll wait until Mr. Levin's had his say first."

Luckily Ben opted not to pursue that topic, though Dexter suspected he had an idea that his two closest friends had not hit it off well at all.

"Was the Omnitrix busted?"

"We don't know. We won't be able to tell until it's activated again. I strongly suspect it hasn't been damaged, just stuck in whatever mode allows it to transform you due to the initial accident."

"It's done some really weird stuff before and it usually just resets itself."

"That's my hope."

"I feel kinda naked without it. Like you without a calculator."

Mentally Dexter checked to be sure his calculator was still in his pocket, and then he gave his friend a curious look. "A question, Benjamin: in the past you've indicated that injuries sustained by the aliens carry over to human form, just as a cold you once had carried over to alien form. What about Swampfire? His form regenerates itself and automatically heals injuries sustained."

"Yeah, I've never been hurt turning from Swampfire back to me. Don't tell my parents, but at one soccer match last year I swear I broke my wrist or at least sprained it really badly, so on the way home I turned to Swampfire and back and it was healed."

Dexter nodded in satisfaction. "So if you were to turn into Swampfire, your physical injuries might be healed."

Ben grinned, liking where this was going. "They just might. If nothing else we'll know if the Omnitrix is working or not. I'm willing to give it a go. Anything to get out of physical therapy."

"I'll speak to Dad and Dr. Cardon."

"Right now?" demanded Ben as Dexter started to turn.

"You want me to stay?"

"Yeee-ah, Boy Genius. I haven't seen you for months." He moved awkwardly, sitting up slightly and sliding his legs up to make room on the bed without disturbing the cat. "Talk to me."

Dexter climbed onto the high bed. "What about?"

He lay back in the pillows, so pleased to see his friend. "Anything you want."

**OoOoOoOoOoOoO**

"I'm not in love with this idea," griped Cardon as he trailed after Dexter, Utonium, and Gwen.

"Really?" Utonium replied, feigning surprise. "Gee, maybe you should have said something earlier."

The truth was Cardon hadn't shut up for a moment, playing devil's advocate at the notion of Ben putting the Omnitrix back on. He had argued against it Ben's hospital room, he had followed them down to the laboratory to retrieve the device, complaining all the while, and now he was making his displeasure known in the elevator back to Medical.

"Earlier, later – what difference does it make if you're not listening?"

"We are listening," corrected the Professor. "We're just not doing what you'd like."

"Am I alone in seeing this as a potential disaster?"

"No," said Dexter. "However, Doctor, we have no other means of determining if the Omnitrix is damaged or if it has reset itself."

"That's a big _if_!"

"Agreed. Have you a better suggestion?"

"Get hold of the little tadpole that made it and make him fix it! Don't use my patient as a guinea pig!"

"I've been giving that some thought," Gwen said, rising to the defense of the scientists and her cousin. She hefted the Galvan mechanism she carried in both hands, looking at it for any signs of damage. "Azmuth tends to show up when the Omnitrix is pushed to the limit or damaged or if it's in extreme danger. The fact that he hasn't come here to chew Ben out tells me that Dexter is right and that removing it from Ben made it reset itself."

A growl emanated from DexLabs' Chief Medical Officer. "What if it lands us back at square one with Tennyson getting his DNA scrambled for him every twenty minutes again? Or worse?"

"Ben is willing to take that risk," reminded Dexter.

"I'm not. And after the trauma he's been through, his judgment is hardly reliable."

"Yeah, well." Utonium shrugged, speaking for the teens as he ignored the doctor's frustration even though they respected and appreciated his opinions. Ben's friends were nervous, but they would support his decision to take this risk. They were more willing than the territorial and protective doctor to acknowledge how desperately Ben was needed in this war, and not just because of the Omnitrix. He was one of the best, most trusted frontline commanders the earth had, and already his absence from the battlefield was being felt. With or without the Omnitrix, Ben Tennyson was absolutely vital to the forces standing against the invasion from Planet Fusion.

The elevator doors opened. Everyone but Cardon filed out. When they realized they were minus their doctor, Dexter and Utonium turned to see him standing there stubbornly, refusing to budge.

"I am not contributing to that boy risking another . . . whatever we're classifying this as."

"Equipment malfunction," Dexter provided immediately. Cardon gave him a sour look. Utonium gave the redhead a nudge to hush.

"Duly noted, Doctor," Utonium allowed. "Coming?"

"Why do I work for you?" stormed Cardon as he stomped past them, unable to contain his curiosity about what would happen to Ben and driven by professional need to be present while a teenage boy risked life, limb, sanity, and DNA on a hare-brained experiment.

"Because it's fun," the Professor said as he passed, earning him another growl from the disgruntled doctor. Father and son exchanged a quick, private smile before hurrying to catch up with the others. Kevin had been waiting in the room, and they were just in time to see Gwen hand the Omnitrix to Ben. With effort he sat up, and Kevin reached out to help brace him and hold him upright.

"You're sure you – yeah, okay, you're sure." Cardon's protests ended in a mutter as Ben slid the Omnitrix over his hand. It glowed green for a few moments as it once again bonded itself to the young man that had used it so well.

"What do you think?" asked Dexter.

"Looks okay. Feels okay. Moment of truth!" Ben smiled at their worried looks as he activated the control. The faint whine they heard was perfectly normal and perfectly nerve-wracking. His hands were still awkward as he dialed through the aliens available, his smile growing broader as he stopped at the familiar form of Swampfire. Eyes bright with pent-up energy and excitement, Ben Tennyson said, "Sorry if it turns me into Humongousaur instead, guys," before he slapped his hand down on the control. Everyone in the room fell back a step as green energy enveloped Ben for a heartbeat, and then –

_"Swampfire!"_

Suddenly the room was filled by the smell of methane gas and a tall, powerful figure stood beside the bed. Kevin let out a happy shout and Gwen broke into a wide smile at the familiar transformation. There was no pain, no lingering green aura, just the towering Methanosian grinning happily at them.

"Now that feels better," he declared. Glancing to the side, he smiled at Kevin and Gwen.

Utonium stepped forward. "How do you feel?"

"As Swampfire? Fine."

"How's the memory?" asked Cardon. "What's the last thing you recall?"

The plant creature concentrated, and then gestured helplessly. "Smoothies with Julie."

Not surprised, the doctor nodded. "Odds are good you'll never recall the days between then and now. Can you turn back?"

There was a dazzling flash, and Ben was back. He was still paler than normal, but his motions were steady and assured and his old grace, born of strength and skill, had been restored. He looked down at his hands, pleased to see he wasn't trembling and he had control of himself once again. Best of all, there was nothing to indicate the Omnitrix wasn't back to normal.

"Well?" asked Cardon.

Ben looked down at himself and the alien watch he wore. "Feels good to be me again, Doc."

"That's good news. Since you're not going anywhere yet, we'll just prove how healthy you are with a full physical."

Ben's face fell. Behind him, Kevin sniggered at his expression and the unexpected plans laid out for his afternoon.

"Shut up or you're next, Levin," threatened the doctor, and to the amusement of everyone present, Kevin did not utter another sound.

Giving in to the inevitable (and really too glad to be upright again to care much), Ben sighed. "Okay, fine. But first . . ."

He looked over at the youngest person in the room. Standing close to his father, Dexter had remained silent this whole time, just watching and listening and waiting to get his best friend back. His gratitude at being right and at seeing Ben restored was its own reward for Dexter, and his quiet delight shone in his eyes. Not caring who was present or if he took Dexter by surprise, Ben covered the distance between them in a few quick strides and crushed the redhead in a quick, grateful hug. Dexter gasped as his glasses were knocked askew, astonished at the unexpected gesture. Eyes and mouth open wide, he realized Ben was simply being Ben and letting action speak louder than words. Embarrassment and understanding vied for supremacy in his mind, and finally, hesitantly, briefly, he returned the hug.

"You're the best, Dex," was all he said, but Dexter knew without being told the depth of meaning and the emotion behind those few words.


	31. Epilogue: Flight

**Epilogue: Flight**

"Aren't you cold?"

He didn't look up. There was no mistaking that accent, though he was surprised that Dexter would come out here, especially at night. The steady wind was pretty cold and humid and it carried the promise of rain later on, but he didn't want to go inside just yet. Going inside would require him to face people and events he just wanted to ignore right now.

Well, some people.

_Sitting in his cousin's room in the hospitality wing of DexLabs, he had listened to Kevin and Gwen for over an hour. Kevin had done most of the talking as he disclosed the series of events that had led up to Ben waking up in Medical. An argument, a battle, an explosion had set into motion the chain of events that had hurt Ben, and now continued to hurt him. As far as he could tell, Kevin told him the whole, bitter truth, sparing himself nothing. At first Ben had been incredulous and curious, but as the tale wound on and on and the details intensified, he had fallen silent, all the way to the end where Kevin finished with a simple, heartfelt apology. He had not responded, trying to fathom the depths of his distress. _

_His friend had done this. After Ben warned him, Kevin had chosen to ignore him. He needed time to grasp the enormity and cost of . . . all of this._

Realizing Dexter was waiting for a reply, Ben Tennyson looked up from the courtyard he'd been staring at and with a little shrug said, "Not really."

"Do you want to be left alone?"

"Not really."

Dexter smiled slightly and carefully worded his next question. "Do you mind if I sit with you?"

Ben smiled for real, and since his stock reply still worked, he said, "Not really."

Climbing the last few steps to reach the landing, Dexter swung his legs over the wide wall of the mezzanine and sat looking out over the large quad at the front entrance of DexLabs. Ben knew his friend had not been here since last summer when Mandy had held a rally for Earth's Combined Forces. He smiled faintly at the memory. This was where he had first met – and offended – the young genius sitting next to him. It was strange that he had managed to make it a habit of blundering into the best things in his life: the Omnitrix, Julie, Dexter . . .

Dexter scooted forward to imitate Ben's stance and dangle his legs over the rail, not in the least intimidated by the great height. A faint, shrill cry reached their ears, carried by the wind, and Dexter looked back at the building he owned and smiled faintly.

"The peregrines must be back," he surmised. "There's a pair that decided the ductwork above the rear service entrance was the perfect spot to nest. They always yell at the delivery trucks. They're a source of great intrigue and entertainment for my employees. They even gave them names."

"What did they name them?" asked Ben, happy to talk about such simple things.

"Benedick and Beatrice. They reign supreme over the campus," said Dexter, gesturing grandly across the expanse of his small kingdom.

Like the falcons, they fell silent for a while, listening to the wind and the faint sounds of the city. Dexter gazed across the wide boulevard at his rival's property, a road most people referred to as the 38th Parallel since it divided DexLabs from Mandark Industries. Mandark's corporate headquarters was placed far back from the road and shielded by a wide patch of maple trees that just darkened the view. Ben glanced at his companion, wondering at the irony the Boy Genius presented. Dexter had isolated and insulated himself from the world even as he threw wide the doors of his corporation and brought the whole world to him, while Mandark had gone out into the world and locked the doors firmly behind him.

"How'd you escape your watchdog?"

"I doubt I have. Security is watching us now, I'm sure. Since I initiated the Invasion Protocol they've been particularly neurotic. I'll have to come up with new ways to escape them. Besides, they know you won't let anything happen to me."

He smiled a little. It was the truth. He had put himself in the line of fire for Dexter before and he would do so again without hesitation. "Thanks for finding me," Ben said quietly.

"I thought you might need company."

"I kinda expected Kevin to come looking for me."

"I think he might have. His guest badge won't let him out here at night, however."

"_I have to go."_

"_Please don't shut us out, Ben," pleaded Gwen, laying her hand on his arm. "We failed you. We know that. Give us a chance, please."_

_He covered her hand with his own. "I need to think. I'm going to go for a walk."_

"_Tennyson!"_

_He paused, wondering why his name was so difficult for Kevin to say at times, and glanced behind him. The older teen was struggling to find the words to express everything he was feeling, trying desperately hard to say how sorry he was for so many things._

"_Don't go far," he finally begged._

"Good."

"When you're ready, Ben, I'll tell you my part in this, and Dad's."

"Soon. Right now I just . . . need to think. Talk. Figure out what the heck it is I'm feeling."

"What do you feel?" Dexter asked softly.

Ben shifted, looking for the right word to describe the sense of pain in his breast. "Betrayed, I guess. No, that's not right. Let down."

"Disappointed?" suggested the redhead.

He nodded and sighed. "Yeah. I know Kevin didn't mean for the gun to do that. It's just that . . ."

"He still did it. He disregards and disrespects you, though if push came to shove he would defend you."

"Yeah, and complain about it every second. How hard is it to listen when I tell him something? Everything is a fight with him lately. Ever since this winter. Why does he think that he knows so much more and better than me?"

"Because you follow the rules and Kevin chooses to break them, and at times he does so just for the sake of being defiant. I think he's jealous of you."

"I know he's jealous of you."

"I believe he fears the depth of understanding we share. He can't see or understand it, and therefore he feels threatened by you and me being friends. At least he's gotten over the notion that it's the Omnitrix I covet."

"Like he didn't, once upon a time."

"I had to learn how to be a friend too, Ben."

"Yeah, maybe, but it took you days. I've been working on him for years."

"I applied myself. I figured anyone who noticed the Mobius strip in my corporate logo deserved my undivided attention."

"I never really had a lot of friends growing up. I was always on the fringe of things and getting bullied. Even the guys on my soccer team - I never really hung out with them."

"I know the feeling. You want to belong, but you don't know how."

"It wasn't until I came here and joined the ECF and met you that I figured out it wasn't me who had the problem, it was them. I tried being a friend and they just didn't want me or let me fit in."

"The loss was theirs, Mr. Tennyson."

"It's so different now. Now I'm Commander Tennyson."

"For good reason."

"I don't know if Kevin and Gwen got annoyed with me because I wasn't so keen on all the Plumbers business or if it was always being pulled away to help with training and fighting or . . ."

_. . . watching over you,_ his mind silently supplied as he looked at Dexter.

"Maybe it was the respect you were earning and the company you were keeping. From what I understand you've always been a leader, but now the stage is larger and the threat is greater and your authority as a commander exceeds theirs as Plumbers."

Ben stared off into space, seeing nothing. "When things get hot Kevin always expects me to have the answers, to have the next move ready."

"He recognizes that quality within you, at least. You are not afraid to take responsibility. That is why you _are_ Commander Tennyson."

There was a world of truth in that simple statement.

_He was glad he couldn't remember the Omnitrix malfunctioning. He was horrified enough just hearing about it and imagining what it must have looked and felt like. To remember it . . . _

_He walked faster through the corridors, not sure where he was going but determined to get there. Not far from the hospitality wing was the wide stone porch in the front of the building. Access to it was restricted, but to his relief his ID badge allowed him to escape into the darkness. He had no idea of what time it was, but he knew it must be late because in the halls and outside the building the lighting was reduced. The cool wind felt good against his flushed skin. Hanging his head, he tried to sort out the overwhelming confusion of emotions and reactions that he was feeling. His thoughts kept circling back to the same simple question: Why? Why hadn't Kevin listened? Why was it too much to ask for him to heed Dexter's warning about the Null-Voids? Why?_

"You're a good leader too, Dex."

A small snort issued from the boy. "I don't know if I lead so much as pave the way."

"Not everyone can do that sort of thing."

Another snort. "Not everyone can afford to."

"And not everyone that can afford to, wants to," he said, thinking of Mandark.

Dexter's voice was very quiet as he admitted, "I have good reason for doing what I do."

"I know," Ben replied, remembering the conversation he'd had with Green the summer before. Dexter looked at him curiously, but did not pursue that thread. Ben knew Dexter could easily guess what he meant. He faced the undersized, delicate teen beside him, realizing something huge: Fuse was afraid of this boy. That was easily as amazing as ten-year-old Ben Tennyson standing against Vilgax and winning. Dexter was afraid of so many things, yet he frightened Lord Fuse. Ben felt a strange rush of pride, glad all over again that he could call Dexter his friend. Despite his arrogance and occasional forays into obnoxiousness, he'd never known anyone that was truer.

"Ben?" asked Dexter, catching him staring.

He smiled. "Big Chill or Jetray?"

The redhead's mouth fell open as he caught on to Ben's meaning. "Oh, no. No, Ben, I can't!"

"Come on, Dex!" he urged, pushing up the sleeve of his jacket to expose the Omnitrix. "Big Chill or Jetray?"

Dexter climbed to his feet, dusting off his coat. "I'm going to get grounded again."

Ben grinned at the whiney voice, knowing how much Dexter loved flying despite the inevitable consequences of something the adults in his life classified as _reckless conduct_. Since Utonium couldn't bar him from his lab and since he rarely ventured outside anyway, grounding for Dexter meant he had to write massive research papers on subjects he disliked.

"We'll say I kidnapped you."

"Oh, yes, they'll believe that. Mr. Green is going to kill me," Dexter groaned and gave in, throwing his hands up in surrender because he desperately wanted to go flying even though he knew he shouldn't. "Big Chill." He shook his head at his own weakness, looking at once completely hangdog and completely happy.

With a pleased laugh Ben slapped down the control of the Omnitrix, freeing the Necrofriggian. He threw his wings wide and darted into the air, making a quick loop to test the wind before coming to a landing. Dexter turned around and held his arms out, allowing Big Chill's cold, powerful arms to hold him tightly around the middle.

"Ready?"

There would be time to think through his feelings later. He would listen to Dexter and he would talk to Kevin and his cousin. Right now, though, he wanted the company of his best friend and the simple freedom of the skies.

Dexter nodded, pushing his glasses back into place before gripping his friend's arms. "Ready."

"Let's fly," he said, and leaped into the night.

_- Fin -_


End file.
